Common use of Minimum Loss Clause in Contracts

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. Notwithstanding If any claims for indemnification by Parent Indemnified Persons relating to any single event or series of related events that is indemnifiable under Sections 8.2(a) results in aggregate Losses to Parent Indemnified Persons that do not exceed [***] (the foregoing“Mini-Basket”), the Sellers such Losses shall not be liable deemed to be Losses under this Agreement, shall not be considered in determining whether the Buyer Indemnified Parties Minimum Loss has been met, and shall not be eligible for indemnification under this Article VIII; provided, however, that the Mini-Basket shall not apply to any Fundamental Representations or any other representations and warranties that by their terms are qualified by materiality. The Parent Indemnified Persons shall not be entitled to be indemnified for Losses pursuant to Section 11.2(a8.2(a) ifunless and until the aggregate amount of all such Losses exceeds [***] (the “Minimum Loss”); provided, however, that Losses relating to a breach of any representation or warranty made by the Company in subsections (b) and (c) of Section 3.13 (Employment Matters) shall not be subject to the Minimum Loss. After the Minimum Loss is exceeded, Parent Indemnified Persons shall be entitled to be paid the entire amount of any Losses pursuant to Sections 8.2(a) including the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Agreement. The limitations of this Section 8.4(a) shall not apply to any Parent Indemnification Claim (i) arising under or with respect to any individual item of loss or claim for indemnificationthe Fundamental Representations, as the case may be (with it being understood, however, that all Losses or claims ii) 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 relating 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) actual fraud 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 the Company in respect of any term or provision of a representation set forth in this Agreement, or (iii) for the Transaction Documents or any other documents contemplated in connection with the consummation avoidance of the transactions contemplated hereby. Nor shall such Indemnification Threshold or Maximum Amount apply to any Liability relating to doubt, any Excluded Asset or Excluded LiabilityClaims.

Minimum Loss. The Securityholders shall not be required to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs unless and until the aggregate amount of all Buyer Indemnified Costs for which all Buyer Indemnified Parties (taken together) are otherwise entitled to indemnification pursuant to this Article 11 exceeds $500,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Buyer Indemnified 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. The parties agree that if the aggregate amount of De Minimis Losses exceeds $1,000,000, and are therefore deemed Buyer Indemnified Costs as set forth in Section 11.5(b), the Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Buyer Indemnified Costs (including Buyer Indemnified Costs comprised of De Minimis Losses) in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.5. Notwithstanding the foregoing, the Sellers shall not be liable to the parties agree that, if and when Buyer Indemnified Parties for indemnification pursuant to Section 11.2(a) ifCosts exceed the Minimum Loss, 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 Minimum Loss shall be considered an individual Loss or claim deemed to be exceeded for purposes of this Agreement and all such items shall be aggregated for purposes of this Section 11.2(b11.5(a)), 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.