Indemnity Threshold. Neither Seller nor Buyer shall have any liability for Claims under the indemnity provided in this Article 9 until the aggregate of all Claims suffered by Seller or Buyer, respectively, exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), and then only to the extent of such excess.
Indemnity Threshold. Except as otherwise provided in the ------------------- immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from the Company or the Shareholders pursuant to Section 8.2(a) until the aggregate amount of Damages incurred or suffered by all Indemnified Parties under such section exceeds $250,000 (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 Parent Indemnity Claims. Notwithstanding the foregoing, Damages incurred or suffered by the Parent Indemnified Party in connection with inaccuracies in the representations and warranties set forth in the Surviving Representations (Sections 3.1, 3.2, 3.3, 3.9 and 3.12) and any breach of the covenants and agreements of the Company and the Principal Shareholder contained herein shall be recoverable regardless of whether the Indemnity Threshold has been exceeded and shall not be taken into account when determining whether the Indemnity Threshold has been satisfied.
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. Except for Indemnification Claims in respect of Sections 3.2 or 3.5.3 or based on willful misconduct or fraud, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article 5 in respect of a misrepresentation or inaccuracy in, or breach of, a representation or warranty in Article 3 until the aggregate amount of all Losses suffered, incurred or paid by one or more Buyer Indemnified Parties exceeds $10,000 (the “Indemnity Threshold”) whereupon the Buyer Indemnified Parties shall be entitled to indemnification for all Losses including such Indemnity Threshold.
Indemnity Threshold. Except as provided in Section 7.3(a), no amount shall be payable by the Purchaser, on the one hand, or Seller Parties, on the other hand, under Section 7 unless and until the aggregate amount otherwise payable by Purchaser, on the one hand, or Seller Parties, on the other hand, under this Section 7 exceeds $50,000 (the “Indemnity Threshold”). At such time as the total aggregate amount payable by Purchaser, or the Seller Parties as the case may be, exceeds the Indemnity Threshold, the applicable Indemnitee(s) shall be entitled to be indemnified against the full amount of all damages that have been incurred or suffered by such Indemnitee(s) in connection with the transactions contemplated by this Agreement (and not merely the portion of such damages exceeding the Indemnity Threshold).
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. 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. 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. 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. 10.4.2(a) Initial Period............................................. 1.6.1 Interests.................................................. 7.3.1
