Limitations on Amount – Parent. (a) Parent shall not have liability to Buyer under Section 6.2 of this agreement until the aggregate amount of Damages therefore incurred under Section 6.2 by the Indemnified Persons exceeds $500,000 (the “Indemnity Threshold”), in which case the Indemnified Persons shall be entitled to Damages they have incurred (excluding all Damages under the Indemnity Threshold). Additionally, the Indemnity Threshold shall not apply to Damages incurred by any Indemnified Person in accordance with the terms of Section 6.2(d) or as a result from any Breach of the representations and warranties set forth in Section 3.6 (Closing Company Distributions).
Limitations on Amount – Parent. Parent will have no liability for indemnification with respect to the matters described in Section 8.5 until the total of all Damages with respect to such matters exceeds $1,000, and then only for the amount by which such Damages exceed $1,000. At no time shall Parent be liable for Damages pursuant to Section 8.5 in excess of the total Merger Consideration, as adjusted pursuant to Section 2.3; provided, however, the Deductible and the Limitation set forth in this section and the survival period set forth in Section 8.6(b) will not apply to any act or omission of Parent or MergerSub that may constitute fraud on the part of Parent or MergerSub, and Parent will be liable for all Damages related thereto.
Limitations on Amount – Parent. Parent will have no liability for indemnification with respect to the matters described in Section 9.4 until the total of all Damages with respect to such matters exceeds the Deductible, and then only for the amount by which such Damages exceed the Deductible. After the total of all Damages exceeds the Deductible, the Cirronet Shareholders shall be entitled to indemnification for all further Damages up to a maximum amount equal to the sum of $3,000,000 plus the aggregate amount to which the Cirronet Shareholders become entitled to be paid as Earnout Consideration pursuant to the Earnout Agreement, and prior to any reduction pursuant to Section 9.8 hereof (the “Parent Limitation”). However, the Deductible and the Parent Limitation set forth in this Section 9.7 will not apply to any Claims made by Shareholders’ Representative for any breach of Sections 4.1, 4.3 and 4.6, for any Parent Fraud Claims or for breaches of covenants herein by Parent or Merger Sub, and the Parent will be liable for all Damages related thereto.
Limitations on Amount – Parent. Except with respect to claims by the GSC Indemnified Parties based upon a breach of or inaccuracy in Sections 5.2(a) (Organization and Qualification), 5.2(b) (Capitalization of Merger Sub), 5.2(c) (Capital Structure of Parent), 5.2(d) (Corporate Authority) or 5.2(g) (Brokers and Finders) of this Agreement (which claims shall not be subject to the below-described limitations), Parent shall not have liability for indemnification with respect to the matters described in 9.3(a) above (i) unless and until the aggregate amount of all Losses that would otherwise be payable under Section 9.3(a) exceeds on a cumulative basis the Deductible Amount, in which case the applicable GSC Indemnified Party shall be entitled to receive only that amount in excess of the Deductible Amount and (ii) for any Losses in the aggregate in excess of 50% of either (A) the amount of the Issued Shares Value or (B) if Parent issues shares of Parent Common Stock to GSC Partners in accordance with Section 4.2(c), the amount of the sum of the Issued Shares Value plus the GSC Partners Cash Portion.
