Common use of Indemnification Threshold and Limit Clause in Contracts

Indemnification Threshold and Limit. No claim for ----------------------------------- indemnification under 9.2.1 and 9.2.2 hereof or Sections 9.2.1 and 9.2.2 of the Other Asset Purchase Agreement will be made by either party hereunder or by the parties to the Other Asset Purchase Agreement unless the aggregate of all Losses incurred by any such party (with the Losses of Seller under this Agreement and the Losses of "Seller" under the Other Asset Purchase Agreement being aggregated for this purpose) otherwise indemnified against hereunder exceeds $1,000,000 and only to the extent of any such Losses in excess of $1,000,000; provided, however that the amount of claims Buyer is obligated to bear under Section 9.2.1(d) hereof and Section 9.2.1(d) of the Other Asset Purchase Agreement by reason of the foregoing clause shall in no event exceed, in the aggregate, $200,000. Notwithstanding any other provisions of this Agreement or the Other Asset Purchase Agreement, the obligations of Seller and the "Seller" under the Other Asset Purchase Agreement under the indemnity provisions set forth in Section 9.2.1(a) hereof and Section 9.2.1(a) of the Other Asset Purchase Agreement, shall in no event exceed, in the aggregate, $8,000,000.

Indemnification Threshold and Limit. No claim for ----------------------------------- indemnification under 9.2.1 and 9.2.2 hereof or Sections 9.2.1 and 9.2.2 of the Other Asset Purchase Agreement will be made by either party hereunder or by the parties to the Other Asset Purchase Agreement unless the aggregate of all Losses incurred by any such party (with the Losses of Seller under this Agreement and the Losses of "Seller" under the Other Asset Purchase Agreement being aggregated for this purpose) otherwise indemnified against hereunder exceeds $1,000,000 and only to the extent of any such Losses in excess of $1,000,000; provided, however that the amount of claims Buyer is obligated to bear under Section 9.2.1(d) hereof and Section 9.2.1(d) of the Other Asset Purchase Agreement by reason of the foregoing clause shall in no event exceed, in the aggregate, $200,000. Notwithstanding any other provisions of this Agreement or the Other Asset Purchase Agreement, the obligations of Seller and the "Seller" under the Other Asset Purchase Agreement under the indemnity provisions set forth in Section 9.2.1(a) hereof and Section 9.2.1(a) of the Other Asset Purchase Agreement, shall in no event exceed, in the aggregate, $8,000,000.

Indemnification Threshold and Limit. No claim for ----------------------------------- indemnification under 9.2.1 and 9.2.2 hereof or Sections 9.2.1 and 9.2.2 of the Other Asset Purchase 151 Agreement will be made by either party hereunder or by the parties to the Other Asset Purchase Agreement unless the aggregate of all Losses incurred by any such party (with the Losses of Seller under this Agreement and the Losses of "Seller" under the Other Asset Purchase Agreement being aggregated for this purpose) otherwise indemnified against hereunder exceeds $1,000,000 and only to the extent of any such Losses in excess of $1,000,000; provided, however that the amount of claims Buyer is obligated to bear under Section 9.2.1(d) hereof and Section 9.2.1(d) of the Other Asset Purchase Agreement by reason of the foregoing clause shall in no event exceed, in the aggregate, $200,000. Notwithstanding any other provisions of this Agreement or the Other Asset Purchase Agreement, the obligations of Seller and the "Seller" under the Other Asset Purchase Agreement under the indemnity provisions set forth in Section 9.2.1(a) hereof and Section 9.2.1(a) of the Other Asset Purchase Agreement, shall in no event exceed, in the aggregate, $8,000,000.