Limitations; Thresholds Clause Samples

Limitations; Thresholds. (a) Parent shall be liable for the breach of any misrepresentation or warranty under Section 10.1(a) only after total Losses exceed $100,000 in the aggregate (the “Threshold”), after which point Parent shall be liable only for the amount of such Losses in excess of such amount; provided, however, that the Threshold will not apply to Losses arising out of breaches of representations and warranties contained Sections 8.1, 8.2, 8.3, 8.4 and 8.5 or to any Loss arising out of or in connection with fraud or intentional misrepresentation. (b) The Selling Equity Holder shall be liable for the breach of any misrepresentation or warranty under Section 10.2(a) and 10.2(c)(A) only after total Losses exceed the Threshold, after which point the Selling Equity Holder shall be liable only for the amount of such Losses in excess of such amount; provided, however, that the Threshold will not apply to Losses arising out of breaches of representations and warranties contained in Sections 6.1, 6.2, 6.3, 7.1, 7.3, 7.4 and 7.14 or to any Loss arising out of or in connection with fraud or intentional misrepresentation. (c) Subsequent to Closing, except in respect of any Loss arising out of or in connection with fraud or intentional misrepresentation, Parent’s cumulative indemnification obligations under this Agreement shall not exceed the amount of $4,000,000 (the “Cap”). (d) Subsequent to Closing, except in respect of any Loss arising out of or in connection with fraud or intentional misrepresentation, the cumulative indemnification obligations of the Selling Equity Holder under this Agreement shall not exceed the amount of the Cap and shall be satisfied, in the event of an indemnifiable claim, solely and exclusively from the Escrowed Shares held by Parent or as an offset of the Post-Closing Parent Stock Consideration which has not yet been issued to the Selling Equity Holder. (e) The amount of any Losses for which indemnification is provided for under this Agreement shall be (i) reduced by any amounts actually received by the Indemnified Party as a result of any indemnification, contribution or other payment by any third party, (ii) reduced by any insurance proceeds or other amounts actually recovered or received by the Indemnified Party from third parties with respect to such Losses; provided that the amount of any insurance proceeds received by an Indemnified Party shall be equal to the difference between (A) the actual after-Tax amount of such proceeds less any deductible pa...