Common use of Limitations and General Indemnification Provisions Clause in Contracts

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), and 4.26 (Finders and Brokers) or (ii) Fraud Claims.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this Article VIV, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.2 5.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI V exceeds Twenty-Five Hundred Thousand U.S. Dollars ($500,00025,000) (the “BasketThreshold”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties from the first dollar of Losses of the Indemnified Parties required to reach the BasketThreshold; provided, however, that the Basket Threshold shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company Company, the Seller, or the Seller Parent contained in Sections 4.1 3.1 (Organization and Standing), 4.2 3.2 (Authorization; Binding Agreement), 4.3 3.3 (Capitalization), 4.4 3.4 (Subsidiaries), 3.7(c) (Indebtedness) and 4.26 3.28 (Finders and Brokers) or (ii) Fraud Claims.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (aSection 6.2(a) of or Section 6.2 6.2(b) unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the applicable Indemnified Parties from the first dollar of Losses of the Indemnified Parties required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 and 4.27 (SubsidiariesFinders and Brokers), or (ii) indemnification claims for breaches of any of the representations and warranties of the Purchaser contained in Sections 3.14.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.5 (Capitalization), and 4.26 3.12 (Finders and Brokers) or (iiiii) Fraud Claims.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Six Hundred Thousand U.S. Dollars ($500,000600,000) (the “BasketDeductible”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties from the first dollar of Losses in excess of the Indemnified Parties required to reach the BasketDeductible; provided, however, that the Basket Deductible shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness) and 4.26 4.27 (Finders and Brokers), (ii) Consent Claims or (iiiii) Fraud Claims.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties Purchaser Indemnitees will not be entitled to receive any indemnification payments under clause (ai) of Section 6.2 6.2(a) unless and until the aggregate amount of Losses incurred by the Indemnified Parties Purchaser Indemnitees for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Indemnifying Parties Seller Indemnitors shall be obligated to the Indemnified Parties Purchaser Indemnitees for the amount of all Losses of the Indemnified Parties Purchaser Indemnitees from the first dollar of Losses of the Indemnified Parties Purchaser Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness), 4.14 (Taxes and 4.26 Returns), 4.13 (Intellectual Property), 4.19 (Benefit Plans), 4.20 (Environmental Matters) and 4.28 (Finders and Brokers) or (ii) Fraud Claims.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Indemnified Parties will not be entitled to receive any indemnification payments under clause (a) of Section 6.2 unless and until the aggregate amount of Losses incurred by the Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand Two million U.S. Dollars ($500,0002,000,000) (the “Basket”), in which case the Indemnifying Parties shall be obligated to the Indemnified Parties for the amount of all Losses of the Indemnified Parties from the first dollar in excess of Losses of the Indemnified Parties required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness) and 4.26 4.28 (Finders and Brokers) or (ii) Fraud Claims.