Common use of Liability Thresholds Clause in Contracts

Liability Thresholds. Notwithstanding anything in this Article IX to the contrary, no Damages with respect to Claims arising out of this Article IX shall be payable pursuant to this Article IX unless and until the aggregate amount of Damages asserted against the Indemnifying Party under this Article IX with respect to such Claims equals or exceeds an amount equal to $5,000,000.00 (the "Liability Threshold"). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to indemnity under this Article IX for any and all Damages exceeding the Liability Threshold; provided, however, that with respect to Claims for indemnification pursuant to Section 9.1(a), 9.1(b), 9.2(a) or 9.2(b), the aggregate amount of each of Seller's and Purchaser's respective liability under Article IX shall not exceed $84,000,000.00. Notwithstanding anything in this Agreement to the contrary, Seller's or Purchaser's liability for Claims for indemnification pursuant to Sections 9.1(c), 9.1(d), 9.2(c) or 9.2(d) shall not be subject to any Liability Threshold, liability cap or time limitation (other than limitations imposed by Law or common law).

Liability Thresholds. Notwithstanding anything in this Article IX to the contrary, no indemnified Damages with respect to Claims arising out of this Article IX a breach of Sellers' representations and warranties shall be payable pursuant to this Article IX unless and until the aggregate amount of indemnified Damages asserted against the Indemnifying Party Sellers under this Article IX with respect to such Claims equals or exceeds an amount equal to $5,000,000.00 one percent (1%) of the Base Purchase Price (the "Liability Threshold"). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to the benefit of the indemnity under this Article IX for such Claims to the extent of any and all Damages exceeding the Liability ThresholdDamages; provided, however, that except with respect to Claims for indemnification pursuant to Section 9.1(a), 9.1(b), 9.2(a) or 9.2(b)with respect to Sellers' representations and warranties in Section 3.24 hereof, the aggregate amount of each of Seller's and Purchaser's respective liability under Article IX Section 9.1 shall not exceed $84,000,000.00the amount equal to fifty percent (50%) of the Base Purchase Price. Notwithstanding anything in this Agreement to the contrary, Seller's or Purchaser's liability for Claims claims for indemnification pursuant related to breaches of covenants, including, without limitation, Sections 9.1(c9.1(b), 9.1(d(d), 9.2(c(e) or 9.2(d) (f), shall not be subject to any Liability Threshold, liability cap (other than as set forth in clause (ii) of the last sentence of Section 9.1 hereof) or time limitation (other than limitations imposed by Law statute or common law).

Liability Thresholds. Notwithstanding anything Except as otherwise set forth in this Article IX to the contrarySection 9.4(a), no Damages with respect to Claims arising out of this Article IX shall be payable pursuant to this Article IX unless and until the aggregate amount of Damages asserted against incurred by the Indemnifying Party Indemnitee under this Article IX with respect to such Claims equals or exceeds an amount equal to $5,000,000.00 250,000.00 (the "“Liability Threshold"”). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to indemnity under this Article IX for any and all Damages exceeding back to the Liability Thresholdfirst dollar of Damages; provided, however, that with respect to Claims for indemnification pursuant to Section 9.1(a), 9.1(b), 9.1(d), 9.2(a), 9.2(b) or 9.2(b9.2(c), the aggregate amount of each of Seller's ’s and Purchaser's respective ’s liability under Article IX shall not exceed $84,000,000.0050,000,000.00. Notwithstanding anything in this Agreement to the contrary, Seller's ’s or Purchaser's ’s liability for Claims for indemnification pursuant to Sections 6.8, 9.1(c), 9.1(d), 9.2(c9.1(e) or and 9.2(d) shall not be subject to any Liability Threshold, Threshold or liability cap or time limitation (other than limitations imposed by Law or common law)cap.

Liability Thresholds. Notwithstanding anything Except as otherwise set forth in this Article IX to the contrarySection 9.4(a), no Damages with respect to Claims arising out of this Article IX shall be payable pursuant to this Article IX unless and until the aggregate amount of Damages asserted against incurred by the Indemnifying Party Indemnitee under this Article IX with respect to such Claims equals or exceeds an amount equal to $5,000,000.00 250,000.00 (the "“Liability Threshold"”). Once the Liability Threshold for such Claims has been reached, the Indemnitee shall be entitled to indemnity under this Article IX for any and all Damages exceeding back to the Liability Thresholdfirst dollar of Damages; provided, however, that with respect to Claims for indemnification pursuant to Section 9.1(a), 9.1(b), 9.2(a), 9.2(b) or 9.2(b9.2(c), the aggregate amount of each of Seller's ’s and Purchaser's respective ’s liability under Article IX shall not exceed $84,000,000.0040,000,000.00. Notwithstanding anything in this Agreement to the contrary, Seller's ’s or Purchaser's ’s liability for Claims for indemnification pursuant to Sections 6.8, 9.1(c), 9.1(d), 9.2(c) or and 9.2(d) shall not be subject to any Liability Threshold, Threshold or liability cap or time limitation (other than limitations imposed by Law or common law)cap.