MINIMUM AND MAXIMUM INDEMNIFICATION CLAIM Clause Samples

MINIMUM AND MAXIMUM INDEMNIFICATION CLAIM. The provision for indemnity for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, shall only be effective and no Shareholder shall be required to provide such indemnity to the ADLT Indemnitees, and ADLT shall not be required to provide such indemnity to the Shareholder Indemnitees, hereunder unless the claim(s) of indemnification of the ADLT Indemnitees, or RLI Indemnitees, as the case may be, shall exceed in the aggregate $1,000,000 (the "Basket"). In the event the ADLT Indemnitees' claims, or the RLI Indemnitees' claims, as the case may be, shall exceed the Basket, then the ADLT Indemnitees shall have the right to be indemnified for Shareholder Warranty Damages, or ADLT Warranty Damages, as the case may be, but only for amounts in excess of the Basket and, in all cases, subject to the further limitation that the Shareholders shall in no event be liable for ADLT Damages in excess of $5,000,000 (the "Cap"). None of the ADLT Indemnitees, or the RLI Indemnitees, as the case may be, shall have any claim against any Shareholders, or ADLT, as the case may be, for any damages, costs or expenses up to the amount of the Basket and the Shareholders shall have no liabilities to the ADLT Indemnitees for claims in excess of the Cap.