Indemnity Basket. Notwithstanding anything to the contrary ---------------- set forth herein, an Indemnified Party shall not make a claim against the applicable Indemnifying Party for indemnification under this Article VIII for iPrint Losses or Wood Losses (as the case may be) (collectively, "Losses") ------ unless and until the aggregate amount of the Losses of the applicable Indemnified Party exceeds $100,000 (the "Threshold"), in which event the --------- Indemnified Party may claim indemnification for all such Losses, including the initial $100,000; provided that the Threshold restriction shall not apply to any inaccuracy or breach of any representation or warranty contained in Section 3.2 (Wood Capital Structure) of this Agreement.
Indemnity Basket. Buyer shall not assert claims for indemnification under Section 11.2(a), and Sellers shall not assert claims for indemnification under Section 11.3(a), unless and until the aggregate of Adverse Consequences exceeds Seven Hundred and Fifty Thousand Dollars ($750,000), for purposes of which any Materiality Qualifier contained in any representations, warranties or covenants shall be disregarded when determining the existence of a breach or the magnitude of such Adverse Consequences, at which point Sellers or Buyer, as the case may be, shall be obligated with respect to such Adverse Consequences in excess thereof (the “Indemnity Basket”) subject to the Indemnity Cap; provided, however, that the Indemnity Basket shall not apply to claims for indemnification based on breaches or inaccuracy of Sellers’ representations and warranties contained in the following Sections: 4.2 (Authority; No Conflict), 4.7 (Title to Properties; Encumbrances), Section 4.12 (Taxes), and 4.28 (Brokers or Finders), or to claims for indemnification to the extent based on fraud by Sellers.
Indemnity Basket. Notwithstanding anything contained herein to the contrary, the Buyer shall not be entitled to indemnification under the provisions of Section 7.02(a), unless and until the aggregate amount of all Losses subject to indemnification by the Seller Indemnifying Parties exceeds forty thousand dollars ($40,000.00) (the “Basket”), in which event the Seller Indemnifying Parties shall be required to pay or be liable for all such Losses from the first dollar.
Indemnity Basket. Notwithstanding anything to the contrary in this Agreement, no Indemnifying Party shall have any obligation to indemnify any Indemnified Party under this Article VIII until and unless the aggregate amount of Losses (other than those referred to in the proviso to this sentence) incurred by all Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate (the “Basket”), after which point the Indemnifying Parties will be obligated to indemnify the Indemnified Parties from and against the full amount of such Losses (including the Basket), subject to the Ceiling; provided, however, that the Basket shall not apply with respect to any Losses set forth in Section 8.10(b) below.
Indemnity Basket. The Buyer Indemnified Parties may not assert any Rep and Warranty Claim against the Seller unless and until the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket. Once the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket, the Buyer Indemnified Parties may, subject to Section 6.7 below, recover the entire amount of all Damages resulting from all Rep and Warranty Claims.
Indemnity Basket. Notwithstanding any other provisions of this Article XII, no claim for indemnification made under Sections 12.2(a) or 12.3(a) shall be made unless and until Buyer or Sellers, as the case may be, have incurred Loss in excess of Fifty Thousand ($50,000) Dollars in the aggregate, in which case, the party seeking indemnification shall be entitled to assert claims including such initial Fifty Thousand ($50,000) Dollars.
Indemnity Basket. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) or from the Purchaser pursuant to Section 6.3(a) unless and until the accumulated aggregate amount of Damages of the Purchaser’s Indemnified Parties, arising pursuant to Section 6.2(a), or the Vendor’s Indemnified Parties, arising pursuant to Section 6.3(a), as applicable, exceeds CAD$200,000 in which event the accumulated aggregate amount of all such Damages may be recovered.
Indemnity Basket. Except as otherwise provided in this Section 10.3, Sellers shall have no liability under Section 10.2(a) until the aggregate amount of all Purchaser Losses for which Sellers would, but for this Section 10.3(a), be liable exceeds $250,000 (the "Indemnity Basket"), in which event Sellers shall, subject to Section 10.3(b), be liable for the total amount of all Purchaser Losses in excess of $125,000.
Indemnity Basket. Notwithstanding anything to the contrary in this Agreement, the Shareholders shall not have any obligation to indemnify the Company until and unless the aggregate amount of Losses exceeds [Fifty Thousand Dollars ($50,000)] in the aggregate (the “Basket”), after which point the Shareholders will be obligated to indemnify the Company from and against the full amount of such Losses (including the Basket).
Indemnity Basket. Notwithstanding any other provision of this Agreement to the contrary, the Parties acknowledge and agree that an Indemnifying Party shall not be liable to an Indemnified Party in respect of any Indemnity Claim made pursuant to Sections 7.1 or 7.2 hereunder until the amount of Claims comprising the Indemnity Claim(s), individually or in the aggregate, exceeds Ten Thousand US Dollars (US$10,000) (the “Indemnity Basket”), provided, however, that if such Indemnity Claims exceed the Indemnity Basket, an Indemnifying Party shall be liable and the Indemnified Party may recover for all such Claims in excess of the Indemnity Basket, subject to the Indemnity Cap (as defined in Section 7.6(b). Notwithstanding the foregoing, the Parties hereby agree that any Indemnity Claim which arises out of or relates to a breach by Seller of its obligations to make payments of amounts received by Seller on Buyer’s behalf pursuant to Section 1.6 or Pre-closing Warranty Claims in excess of Six Hundred Thirty-eight Thousand Four Hundred Seventy-two US Dollars ($638,472) shall not be subject to the Indemnity Basket. The Indemnifying Party shall be liable to the Indemnified Party for the entire amount of any Indemnity Claim which arises out of or relates to a breach by Seller of its obligations to make payments of amounts received by Seller on Buyer’s behalf pursuant to Section 1.6 or Pre-closing Warranty Claims in excess of Six Hundred Thirty-eight Thousand Four Hundred Seventy-two US Dollars ($638,472).
