Minimum Loss. No Indemnifying Party shall be required to indemnify any Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Parties are otherwise entitled to indemnification pursuant to this Article 11 exceeds $200,000 (the "Minimum Loss"), whereupon the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.5.
Minimum Loss. No Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article XI exceeds $30,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.6 and in Section 11.7 below and subject to the exception contained in Section 12.17. For purposes of determining the aggregate amount of Minimum Loss suffered by an Indemnified Party, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein. In addition, in determining whether an Indemnifying Party shall be required to indemnify an Indemnified Party under this Article XI, once the Minimum Loss requirement set forth in this clause (a) has been satisfied, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein.
Minimum Loss. Notwithstanding the foregoing, the Sellers shall not be liable to the Buyer Indemnified Parties for indemnification pursuant to Section 11.2(a) if, with respect to any individual item of loss or claim for indemnification, as the case may be (with it being understood, however, that all Losses or claims arising out of the same or similar facts, events or circumstances shall be considered an individual Loss or claim for purposes of this Agreement and all such items shall be aggregated for purposes of this Section 11.2(b)), such item or claim is less than US$10,000 (“Minor Claim”), it being understood that no Minor Claim shall apply or be counted towards the Indemnification Threshold, and, furthermore, the Sellers shall have no obligation to indemnify the Buyer Indemnified Parties until the Buyer Indemnified Parties have suffered Losses by reason of all breaches under this Agreement in excess of Two Hundred Thousand Dollars (US$200,000) (the “Indemnification Threshold”), after which point the Sellers will be obligated only to indemnify the Buyer Indemnified Parties from and against Losses in excess of the Indemnification Threshold. In no event shall the Sellers have any obligation to indemnify the Buyer Indemnified Parties pursuant to Section 11.2 to the extent and in the amount that such Losses exceed Ten Million Dollars (US$10,000,000) (the “Maximum Amount”). Notwithstanding anything contained in this Section 11.2(b) or elsewhere in this Agreement to the contrary, in no event shall the Indemnification Threshold or the Maximum Amount apply to any action arising from fraud, intentional misrepresentation or willful breach by any Sellers of any term or provision of this Agreement, the Transaction Documents or any other documents contemplated in connection with the consummation of the transactions contemplated hereby. Nor shall such Indemnification Threshold or Maximum Amount apply to any Liability relating to any Excluded Asset or Excluded Liability.
Minimum Loss. If the amount of compensation payable would be less than $5,000;
Minimum Loss. Except with respect to Buyer Indemnified Certificate Costs, Buyer Indemnified Tax Costs, Buyer Indemnified Representation Costs arising out of any breach or default of the representations and warranties contained in Section 4.22 (relating to brokers' fees) and Selling Stockholders Indemnified Representation Costs arising out of any breach or default of the representations and warranties contained in the last sentence of Section 5.2 (relating to the issuance of the shares of Buyer Common Stock to the Selling Stockholders) or in Section 5.8 (relating to brokers' fees), no Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 7 exceeds $100,000 (the "MINIMUM LOSS"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 7.6.
Minimum Loss. No Indemnified Person shall be entitled to be indemnified for Losses pursuant to Section 8.2(a), unless and until the aggregate amount of all such Losses exceeds $7,000,000.00 (the “Minimum Loss”), and then only to the extent such Losses exceed the Minimum Loss; provided, that in no event shall an Indemnified Person be entitled to be indemnified for Losses pursuant to Section 8.2(a) or Section 8.2(b) (solely in respect of breaches of subsections (a), (b), (d) and (m) of Section 4.1) for any individual claim or a series of claims arising out of the same facts, events or circumstances where the Losses relating thereto are less than $75,000 (the “Pre-Basket Amount”). The limitations set forth in this Section 8.4(a) shall not apply to indemnification for Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation, the representations and warranties set forth in Section 3.1(n) relating to taxes or to any representation in the event of fraud or criminal actions.
Minimum Loss. Subject to Section 6.5, no Indemnifying Party shall ------------ ----------- be required to indemnify an Indemnified Party for Indemnified Costs unless and until the aggregate amount of all Indemnified Costs for which all Indemnified Parties (taken together), are otherwise entitled to indemnification pursuant to this Article exceeds $500,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, such Indemnified Parties shall be entitled to be paid the entire amount of any Indemnified Costs from the first dollar of Indemnified Costs, subject to the limitations on recovery and recourse set forth in this Section ------- 6.4. ---
Minimum Loss. No Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 8 exceeds $100,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 8.6 and subject to the exception contained in Section 9.2.
Minimum Loss. Except with respect to Exceptional Matters, the Parent Indemnified Persons shall not be entitled to be indemnified for Losses pursuant to Section 10.2(a) unless and until the aggregate amount of all such Losses exceeds $200,000 (the “Minimum Loss”) and otherwise satisfy all other requirements under this Section 10.4. After the Minimum Loss is exceeded, Parent Indemnified Persons shall be entitled to be paid the entire amount of any Losses pursuant to Section 10.2(a) in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Agreement.
Minimum Loss. Notwithstanding anything to the contrary in this ------------- Agreement, (i) neither the Seller, the Other Selling Shareholders or the Company, on the one hand, nor the Buyer, on the other hand, shall be required to indemnify the other under the terms of this Agreement unless and until the aggregate amount of Loss of the other (which, in the case of the Buyer, includes the collective Losses of RAS and the RAS Clients) exceeds $100,000, in which case such indemnification obligations shall apply to all Loss in excess of such threshold, and (ii), with respect to each of the Seller and the Other Selling Shareholders, the Buyer may not recover more than the amount of money paid by the Buyer to such party in consideration for such party's transfer to the Buyer of the Shares or the Additional Shares, as applicable, pursuant to this Agreement.
