Liability Threshold. Except as provided in the following sentence, and subject to Section 7.3 and 7.4, no Party shall be liable under this Agreement until the aggregate for all Indemnification Claims made by all Coral Indemnified Parties or Avista Indemnified Parties, as the case may be, under this Agreement is in excess of $150,000 and then only for such excess over the $150,000 aggregate threshold. Notwithstanding the foregoing liability threshold, the Avista Entities’ indemnification obligations for the Title and Authority Representations, Tax Representations and as set forth in Sections 2.2 and 2.3, above, and the Coral Entities’ indemnification obligations for the Coral Authority Representations and Coral Tax Representation and as set forth in Sections 3.2 and 3.3, above, shall be not be subject to such liability threshold limitation, and may be exercised in respect of the “first dollar” of any Indemnification Claim.
Liability Threshold. Subject to the terms of this Agreement: (i) Seller shall not be liable to Buyer under Section 8.1(a)(i), (iii), (iv) or (v) or under Section 8.1(a)(ii) with respect to a breach of the covenant to assume liabilities set forth in Section 7.5 hereof, for Damages unless the cumulative total of Damages under any such section exceeds $100,000, and then only to the extent of such excess.
Liability Threshold. Anything in this Agreement to the contrary notwithstanding, the Buyers, CGC (and those persons and entities claiming through them under Section 4.1) shall not make any claim against the Stockholders for any breach of representations and warranties or of any covenant or agreement under this Agreement with respect to any such breaches, unless the amount of the loss for such breaches shall exceed in the aggregate the threshold amount of $50,000.
Liability Threshold. The Buyer will be entitled to indemnification from the Sellers, and provided, as a precondition that the damage which will be caused to the Buyer in the aggregate, for claims whose cause is during the Indemnification Period, will exceed NIS 500,000 (the "Indemnification Floor"). For this purpose it is clarified that the damage to the Buyer will be calculated, inter alia, in the relevant case, on the basis of the net damage caused to the Company due to such Claims (net of the tax saving caused to the Company for such expense) multiplied by the holding rate conferred by the Purchased Shares held by the Buyer at the time of the Claim plus the shares which will be purchased by the Buyer due to the exercise of the Put Option. Insofar as during the Indemnification Period amounts shall be discovered to which the Company will be entitled due to the period until the execution date and which had they constituted an expense for the Company would have been deemed as "damage" for the purpose of this Agreement, the positive amounts will be deducted from the damage amounts. Should the aggregate damage amount exceed the Indemnification Floor, the Sellers will be obligated to indemnification for the full damage amount caused to the Buyer, from the first Shekel.
Liability Threshold. 38 10.5 No Contribution by Surviving Corporation. . . . . . . . . . . 38 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 39 12. TERMINATION 39
Liability Threshold. Notwithstanding anything in this Article 10 to the contrary, the Indemnitors shall not have any liability to the Indemnitees hereunder until the aggregate amount of Indemnified Losses exceeds $200,000; provided that at such time as the aggregate of all Indemnified Losses exceeds $200,000, the Indemnitees shall be entitled to indemnification from the Indemnitors hereunder in respect of any and all Indemnified Losses in excess of such $200,000 threshold amount.
Liability Threshold. No indemnification shall be payable by an Indemnifying Party as a result of a claim arising under Section 8.01(b)(i) or 8.01(c)(i) unless the aggregate amount of all such actual Damages thereunder (other than those Damages relating to Taxes) exceeds an amount equal to $1,000,000 and then the Indemnifying Party shall have liability for the full amount of such actual Damages; provided, however, the $1,000,000 aggregate amount shall not apply for claims or Damages related to Tax matters pursuant to Section 8.03.
Liability Threshold. (a) Notwithstanding the provisions of Section 7.7(b), below, the Thresholds shall not apply to or limit the indemnification with respect to (i) representations and warranties relating to the due organization and ownership of Acquisition Corporation, AOPP or the OP, the transfer or issuance of all Acquiport AOPP Shares and Acquiport OP Units, the due organization or ownership of AOPP Entities, the qualification of AOPP as a VCOC after the Reincorporation, the qualification of the OP as a REOC, or the qualification of PSP11 as a publicly traded REIT and a VCOC and AOPP as a private REIT, (ii) representations and warranties relating to the due organization and ownership of Acquiport, (iv) representations and warranties regarding, or violations of, securities laws, (v) prorations, (vi) sections 4.13 and 4.14 regarding the absence of liabilities for Acquisition Corporation, AOPP, the OP and/or PSP11, (vii) section 3.18 regarding the absence of liabilities for Acquiport, and (viii) representations and warranties regarding the Merger, Listing, whether by the Listing Merger, an initial public offering ("IPO") or otherwise (individually and collectively, the "Excluded Claims"). Losses and Liabilities arising from Excluded Claims shall not be included in the calculation of the Thresholds defined in Section 7.7(b), below.
Liability Threshold. No indemnification shall be payable by Contributing Member as a result of a claim arising under Section 4.01 unless the aggregate amount of all such actual Damages thereunder exceeds an amount equal to $1,000,000, and then Contributing Member shall have liability for the full amount of such actual Damages.
Liability Threshold. 35 ARTICLE IX DEFINITIONS.....................................................35 9.1 DEFINITIONS...........................................................35 ARTICLE X MISCELLANEOUS....................................................41 10.1 NOTICES..............................................................41 10.2 BULK SALES ACT.......................................................43
