Common use of Indemnity Basket Clause in Contracts

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. 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 One Hundred and Fifty Thousand Dollars ($750,000150,000), 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), Section 4.4 (Capitalization), 4.7 (Title to Properties; Membership Interests; Encumbrances), Section 4.12 (Taxes), Section 4.17(b) or (e) (Absence of Certain Changes and Events), and 4.28 (Brokers or Finders), or to claims for indemnification to the extent based on fraud by Sellers.

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)60,000, 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 Indemnified Liabilities or breaches or inaccuracy of Sellers’ representations and warranties contained in the following Sections: 4.1 (Organization and Good Standing), 4.2 (Authority; No Conflict), 4.4 (Capitalization), 4.7 (Title to Properties; Encumbrances), Section 4.12 (Taxes), 4.14 (Employee Benefits), 4.21 (Environmental Matters), 4.24 (Intellectual Property), and 4.28 (Brokers or Finders), or to claims for indemnification to the extent based on fraud and/or intentional misrepresentation by Sellers.

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)50,000, for purposes of which any Materiality Qualifier materiality qualifications 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: 4.1 (Organization and Good Standing), 4.2 (Authority; No Conflict), 4.4 (Capitalization), 4.7 (Title to Properties; Encumbrances), Section 4.12 (Taxes), 4.14 (Employee Benefits), 4.21 (Environmental Matters), 4.24 (Intellectual Property), and 4.28 (Brokers or Finders), or to claims for indemnification to the extent based on fraud and/or intentional misrepresentation by Sellers.