Indemnification Threshold and Limitations. Any request for indemnification by an indemnified party under the indemnification procedures of this Article 4 regarding the breach of any representation or warranty under this Agreement must be asserted by such indemnified party prior to the expiration of the applicable survival period as set forth in Section 65. Notwithstanding any provision to the contrary contained in this Agreement, neither Buyer nor Seller shall make any request for indemnification against the other party for any Breach Claim under this Agreement until the dollar amount of all losses to such other party for such Breach Claims suffered after the Closing, shall exceed in the aggregate the amount of $300,000, and, if such amount is exceeded, Buyer or Seller, as the case may be, shall be required to pay the entire amount of such aggregate loss to the other party for all such Breach Claims; provided, however, that a party's obligation and liability for any and all Breach Claims shall not exceed in the aggregate an amount equal to the purchase price set forth in Section 13. Without regard to the above-mentioned $300,000 aggregate Claim threshold: (i) Seller shall reimburse Buyer for any and all Liability Claims, and (ii) Buyer shall reimburse Seller for any and all Warranty Claims.
Indemnification Threshold and Limitations. (a) No Target or Seller shall have any obligation to indemnify, in the aggregate, any Parent Indemnitees, singly or collectively, pursuant to this Article XI until the aggregate indemnification claims against all Sellers, but for this sentence, exceed U.S. $50,000 (the "THRESHOLD AMOUNT"); provided, however, that once such amount exceeds the Threshold Amount, the Parent Indemnitees shall be entitled to recover all amounts to which they are entitled, other than the amounts used to satisfy the Threshold Amount.
Indemnification Threshold and Limitations. (i) Except as set forth below, there shall be no liability for any Stockholder under Section 6.2 unless the aggregate amount of Losses incurred by the Bionik Indemnified Parties exceeds $200,000 (the “Bionik Indemnification Threshold”) in the aggregate, in which event the entire aggregate amount of the Losses above $100,000 shall be indemnifiable pursuant to Section 6.2(a), provided that any Loss incurred pursuant to clauses (iv) or (v) of Section 6.2(a) shall be payable without reference to the Bionik Indemnification Threshold, and provided further that, except as provided in Section 6.6, the aggregate amount of Losses for which any Stockholder shall be liable (both through claims against the Indemnity Escrow Fund and directly against Stockholders) shall in no event exceed the value at the Closing Date of the number of Shares to which the Stockholder was entitled pursuant to Section 1.5(b) (the “Per Share Price”).
Indemnification Threshold and Limitations. (i) Except as set forth below, there shall be no liability for Bionik under Section 6.3 unless the aggregate amount of Losses incurred by the Company Indemnified Parties exceeds $200,000 (the “Company Indemnification Threshold”) in the aggregate, in which event the entire aggregate amount of the Losses above $100,000 shall be indemnifiable pursuant to Section 6.3(a), and provided further that, except as provided in Section 6.6, the aggregate amount of Losses for which Bionik shall be liable shall in no event exceed the value at the Closing Date of the Aggregate Share Consideration.
Indemnification Threshold and Limitations. Notwithstanding any contrary provision of this Section 10:
Indemnification Threshold and Limitations. (1) Except as set forth below, there shall be no liability for any Stockholder under Section 6.2 unless the aggregate amount of Losses incurred by the Indemnified Parties exceeds $500,000 (the “Indemnification Threshold”) in the aggregate, in which event the entire aggregate amount of the Losses shall be indemnifiable pursuant to Section 6.2(a) subject to the limitations on liability in this Section 6.2.
Indemnification Threshold and Limitations. (a) Except as set forth below, there shall be no liability for any party under Sections 8.2 unless the aggregate amount of Losses incurred by the party seeking indemnification exceeds $100,000 (the "Indemnification Threshold") and then only to the extent of such excess. For purposes of determining whether the Indemnification Threshold has been reached, claims for Losses may be aggregated by the party seeking indemnification. The Indemnification Threshold shall not apply with respect to Losses arising from claims based on (i) breaches of the representations and warranties of the Company contained in Sections 2.3 (Capitalization), 2.4 (Authority), 2.15 (Taxes) and 2.17 (Brokers), or ML Holdco contained in Article III, or (ii) fraud.
Indemnification Threshold and Limitations. Except as set forth below, there shall be no liability for any Stockholder under Section 7.2 unless the aggregate amount of Losses incurred by the Indemnified Parties exceeds $1,000,000 (the “Indemnification Threshold”) in the aggregate, in which event the entire aggregate amount of the Losses shall be indemnifiable pursuant to Section 7.2(a). The Indemnified Parties sole and exclusive remedy for any inaccuracy or breach of a representation or warranty of the Company or any failure by the Company to perform or comply with any covenant and agreement in this Agreement or any agreement, instrument or certificate delivered pursuant to or in connection therewith shall be indemnification pursuant to this Article VII. The liability of the Stockholders under and the right of the Indemnified Parties to seek such indemnification shall be limited solely and exclusively to the Escrow Amount (as defined in Section 1.8(b)).
Indemnification Threshold and Limitations. All Indemnifiable Claims must be asserted prior to or upon the termination of the Cash Escrow Period (as hereinafter defined). Notwithstanding Section 8.2 hereof, the Holder shall have no liability under this Article VIII unless and until the aggregate amount of Damages exceeds $25,000, in which event the Holder shall be liable for the full amount of the Damages.
Indemnification Threshold and Limitations. (a) There shall be no liability under Section 7.2 unless the aggregate amount of Losses, Individual Losses or Shareholder Losses exceed $250,000 (the "INDEMNIFICATION THRESHOLD") and then only to the extent of such excess. For purposes of determining whether the Indemnification Threshold has been reached, claims for Losses, Individual Losses or Shareholder Losses may be aggregated. The Indemnification Threshold shall not apply with respect to (i) Losses based on (1) claims based on fraud and (2) breaches of the representations and warranties contained in Sections 2.2 and 2.4, (ii) Individual Losses based on (1) claims based on fraud and (2) breaches of -49- 57 the representations and warranties contained in Sections 2.27(c) and (g) or (iii) Shareholder Losses based on (1) claims based on fraud and (2) breaches of the representations and warranties contained in Sections 3.2 and 3.3.
