LIMITATIONS UPON OBLIGATIONS. Anything in this Section 8 to the contrary notwithstanding, it is expressly acknowledged and agreed that no payment shall be made hereunder by PSC or Parent (individually and collectively a "Parent Party") to Seller or Shareholders (individually and collectively a "Selling Party") or, by a Selling Party to a Parent Party, on claims for indemnification under Sections 8.2 or 8.3(a) until the aggregate of all such claims of a Parent Party against a Selling Party under Section 8.3(a), or by a Selling Party against a Parent Party under Section 8.2, shall exceed $10,000.00, in which event the Party holding such claim shall be entitled to indemnification with respect to all such claims in the aggregate. In the event that such claims do not aggregate in excess of $10,000.00, then neither the Parent Parties nor the Selling Parties shall have any claim for indemnification against the other under Section 8.2 or Section 8.3(a).
Appears in 3 contracts
Samples: Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp)
LIMITATIONS UPON OBLIGATIONS. Anything in this Section 8 to the contrary notwithstanding, it is expressly acknowledged and agreed that no payment shall be made hereunder by PSC or Parent (individually and collectively a "Parent Party") to Seller or Shareholders (individually and collectively a "Selling Party") or, by a Selling Party to a Parent Party, on claims for indemnification under Sections 8.2 or 8.3(a) until the aggregate of all such claims of a Parent Party against a Selling Party under Section 8.3(a), or by a Selling Party against a Parent Party under Section 8.2, shall exceed $10,000.0025,000.00, in which event the Party holding such claim shall be entitled to indemnification with respect to all such claims in the aggregate; provided that the obligations of a Selling Party under Section 8.3(a) shall be limited as set forth in Section 8.3(c) above. In the event that such claims do not aggregate in excess of $10,000.0025,000.00, then neither the Parent Parties nor the Selling Parties shall have any claim for indemnification against the other under Section 8.2 or Section 8.3(a).
Appears in 1 contract
Samples: Asset Acquisition Agreement (Physicians Specialty Corp)
LIMITATIONS UPON OBLIGATIONS. Anything in this Section 8 to the contrary notwithstanding, it is expressly acknowledged and agreed that no payment shall be made hereunder by PSC or Parent (individually and collectively a "Parent PSC Party") to Seller or the Shareholders (individually and collectively a "Selling Party") or, by a Selling Party to a Parent PSC Party, on claims for indemnification under Sections 8.2 or 8.3(a) 8.3 until the aggregate of all such claims of a Parent PSC Party against a Selling Party under Section 8.3(a)8.3, or by a Selling Party against a Parent PSC Party under Section 8.2, shall exceed $10,000.00, in which event the Party holding such claim shall be entitled to indemnification with respect to all such claims in the aggregate; provided that the obligations of Selling Party under Section 8.3(a) shall be limited to the Acquisition Price. In the event that such claims do not aggregate in excess of $10,000.00, then neither the Parent PSC Parties nor the Selling Parties shall have any claim for indemnification against the other under Section 8.2 or Section 8.3(a).
Appears in 1 contract
Samples: Asset Acquisition Agreement (Physicians Speciality Corp)