Indemnity Threshold Sample Clauses

Indemnity Threshold. Except as otherwise provided in the ------------------- immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from the Company, Stockholders, Sub or Parent pursuant to Section 8.2 until the aggregate amount of Damages incurred or suffered by all Indemnified Parties under such section exceeds $50,000 (the "Indemnity Threshold"), and once the Indemnified Parties have incurred or suffered aggregate Damages exceeding the Indemnity Threshold, the Indemnified Parties shall be entitled to indemnity for the entire amount of all Indemnity Claims. Notwithstanding the foregoing, Damages incurred or suffered by the Indemnified Party in connection with: (i) the Net Worth True-Up (Section 2.6), (ii) inaccuracies in the representations and warranties set forth in the Surviving Representations (Sections 3.1, 3.2, 3.3, 3.9, 3.12 and 3.20), or (iii) Section 6.20 (Stockholder Guarantees), and any breach of the covenants and agreements of the Company and the Stockholders contained herein shall be recoverable regardless of whether the Indemnity Threshold has been exceeded.

Indemnity Threshold. The relevant Indemnifying Person(s) shall not be liable for payment of any Indemnity Claim under this Agreement unless: (a) an individual Indemnity Claim results in a Loss, in accordance with the terms of this Agreement, exceeding 1% (one percent) of the Purchase Consideration (“De Minimis Threshold”) (collectively referred as “Relevant Claims”); and (b) such Relevant Claims, when aggregated, results in a Loss in accordance with the terms of this Agreement, exceeding 5% (five percent) of the Purchase Consideration (the “Payment Threshold”). Upon the aggregate of the Relevant Claims (whether unrelated or relating to a series of connected matters or arising out of the same subject matter, cause of action facts, events or circumstances) exceeding the Payment Threshold, the relevant Indemnified Person(s) shall be entitled to claim the entire amounts from the first rupee thereof (and not only the portion that exceeds the Payment Threshold). The Parties agree and acknowledge that the aforesaid limitations shall not apply to any Indemnity Claim relating to any Fundamental Warranties or any Loss(es) claimed by the Purchaser on account of any Warranties made fraudulently or as a result of wilful concealment of facts by any of the Sellers and/or the Company.

Indemnity Threshold. Section 8.3(c) Intellectual Property Rights.............................................. Section 3.12(a) Intellectual Property..................................................... Section 3.12(a) Interim Price Adjustment................................................... Section 2.6(a) IRS....................................................................... Section 3.22(a) Key Employees............................................................. Background, (D) Key Employees............................................................. Background, (D) Key Employee Agreement.................................................... Section 3.22(a) Liens................................................................... Section 3.9(b)(6) Lodestar...................................................................... Section 2.9 Merger.................................................................... Background, (A) Multiemployer Plan........................................................ Section 3.22(a) NASD.......................................................................... Section 4.5 OBCA.......................................................................... Section 2.1

Indemnity Threshold. “Indemnity Threshold” shall have the meaning set forth in Section 8.6(a) hereof.

Indemnity Threshold. Notwithstanding the foregoing provisions of this Article VIII, neither party shall be obligated to indemnify the other, or its successors and assigns, for any Indemnity Claims unless and until the aggregate amount of those Indemnity Claims that the Indemnifying Party otherwise would be obligated to pay exceeds $1,000,000 (the “Threshold”), whereupon the full amount of Losses both above and below the Threshold and up to the amount of the ITG Escrow Fund or SCI Escrow Fund, as the case may be, shall be recoverable by the Indemnified Party; provided, that any Losses suffered by an Indemnified Party arising out of fraud on the part of the Indemnified Party shall not be subject to the Threshold.

Indemnity Threshold. With respect to any Damages to which Buyer may be entitled to indemnification under Section 9.1, Seller shall not be obligated to indemnify Buyer for Damages unless and until the accumulation of indemnifiable Losses or Damages exceed the sum of fifty thousand dollars ($50,000.00) (“Indemnity Threshold”), in which event Seller shall be required to pay or be liable for all such Damages that exceed the Indemnity Threshold. The limitations set forth in this Section 9.2(a) shall not apply to or limit the recoveries of the Buyer with respect to any willful misrepresentation or willful breach of warranty by the Seller, as set forth in Article 4 of this Agreement.

Indemnity Threshold. The Purchaser Indemnitees shall not be entitled to recover under Section 7.2(a) until the total amount which the Purchaser Indemnitees would recover under Section 7.2(a), but for this Section 7.3(a), exceeds an amount equal to $100,000 (the “Indemnity Threshold”), after which the Purchaser Indemnitees shall be entitled to recover all Losses in excess of the Indemnity Threshold; provided, however, that the foregoing limitations shall not apply to recovery for any recovery under Section 7.2(a) for breaches of one or more of the Fundamental Representations. For purposes of calculating the amount of any Losses incurred in connection with any breach of a representation or warranty, any and all reference to “material” or “Material Adverse Effect” (or other correlative or similar terms) shall be disregarded.

Indemnity Threshold. Other than with respect to the Seller Fundamental Representations or in the case of fraud, Seller shall not have any liability for indemnification under Section 14.3(a)(3) until and unless the aggregate amount of all liability for Losses that exceed the De Minimis Threshold exceeds an amount equal to 3.0% of the unadjusted Purchase Price (“Indemnity Threshold”), after which point Buyer Indemnified Parties shall be entitled to claim Losses from the first dollar. Other than with respect to the Buyer Fundamental Representations or in the case of fraud, Buyer shall not have any liability for indemnification under Section 14.3(b)(3) until and unless the aggregate amount of all liability for Losses that exceed the De Minimis Threshold exceeds the Indemnity Threshold, after which point Seller Indemnified Parties shall be entitled to claim Losses from the first dollar.

Indemnity Threshold. Seller shall have no liability or obligation for any Losses under this Article 10 unless such Losses which the Buyer Indemnified Parties are entitled to recover under this Article 10 exceeds a One Hundred Thousand Dollars ($100,000.00) threshold per event or circumstance (the “De Minimis Threshold”) except with respect to Seller’s duty to indemnify the Buyer Indemnified Parties (i) under Section 10.1(a) for any breach of Sellers’ representations and warranties set forth in Section 4.1 through Section 4.5 and (ii) under Sections 10.1(c) or 10.1(e).