Minimum Losses. Except with respect to breaches of representations and warranties contained in the Specified Provisions and in Sections 3.21 and 3.24, no BlackRock Indemnitee under Section 7.2 shall have any right to indemnification under Section 7.2(a) except to the extent aggregate Losses other than Minor Losses incurred by all BlackRock Indemnitees under Section 7.2(a) would exceed $100,000,000 (the “Deductible”). In the event that such Losses other than Minor Losses exceed the Deductible, only such Losses other than Minor Losses in excess of $100,000,000 shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Deductible shall not apply to any matters under Section 7.2(b) through (f).
Minimum Losses. For purposes of this Section 8.2.2, Losses shall be calculated with respect to any inaccuracy or breach of any representation or warranty of any Shareholder contained herein or in any Shareholder Related Document without giving effect to any clause which would permit such inaccuracy or breach up to an amount which would be deemed a Company Material Adverse Effect. The Shareholders shall have no obligation under Section 8.2.1 until the aggregate amount of all such Losses equal or exceed $75,000 (whether or not resulting in a Company Material Adverse Effect), at which time the Shareholders shall be subject to the provisions of Section 8.2.1 with respect to all Losses of the Parent Indemnified Parties in excess of the first $75,000 of Losses.
Minimum Losses. No party shall have any right to obtain -------------- indemnification under this Agreement until aggregate Losses of such party and its Affiliates and the successors and assigns of such party and its Affiliates exceed $3,000,000, after which time only the aggregate amount of such Losses in excess of $3,000,000 shall be recoverable in accordance with the terms hereof.
Minimum Losses. Except for Losses arising out of, attributable to or resulting from any failure by the Shareholders to comply with Section 1.5, no party shall have any right to obtain indemnification under this Agreement until aggregate Losses of such party and its Affiliates (for purposes of this section the Shareholders shall be deemed to be an Affiliate) and the successors and assigns of such party and its Affiliates exceed $50,000, after which time the aggregate amount of Losses in excess of such amount shall be recoverable in accordance with the terms hereof.
Minimum Losses. No Parent Indemnitee shall have any right to indemnification under Section 7.2 until aggregate Losses incurred by all Parent Indemnitees would exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Indemnity Threshold”), after which there may only be recovered those Losses in excess of the Indemnity Threshold, subject to the conditions of this Article VII, including the limitations set forth in Section 7.5.
Minimum Losses. (a) Except in the case of (i) any inaccuracy or breach of any Seller Specified Representation, or (ii) Fraud, for which (in the case of the immediately preceding clauses (i)-(ii)) Losses therefrom shall not be subject to the limitations in this Section 7.5(a), no Buyer Indemnified Party shall have any right to indemnification under Section 7.2(a) until the aggregate amount of Losses suffered, incurred, paid or sustained by all the Buyer Indemnified Parties under Section 7.2(a) exceeds $64,000 (the “Basket”), but once the Basket is exceeded, the Buyer Indemnified Parties shall be entitled to recover, and (subject to the terms and conditions set forth in this Article VII) the Sellers shall pay, the entire amount of such Losses from the first dollar thereof.
Minimum Losses. (a) Except as provided in Section 7.2(d) and the proviso to Section 7.2(c), no Indemnified Party under Section 7.2 shall have any right to indemnification under this Article VII until aggregate Losses incurred by the Indemnified Parties under Section 7.2 exceed $2,500,000 after which time only the Losses in excess of such amount shall be recoverable in accordance with the terms hereof.
Minimum Losses. (a) Except with respect to breaches of representations and warranties contained in Sections 2.1 (Organization), 2.2 (Capital Structure), 2.4 (Title to Purchased Interests), 2.5 (Authority; Validity of Agreement), 2.19 (Taxes), 3.1 (Title to Purchased Interests) and 3.2 (Authority; Validity of Agreements), no Buyer Indemnitee shall have any right to indemnification under Section 7.2(a) until aggregate Losses incurred by all Buyer Indemnitees would exceed $1,000,000 (the “Deductible”), after which time all Losses in excess of the Deductible shall be recoverable in accordance with the terms hereof; provided, however, that the Buyer Indemnitees shall be entitled to indemnification without regard to the Deductible (i.e., from the first dollar) with respect to any Loss attributable to (i) fraud or (ii) any breach of any representation or warranty of Sellers or the Company, which breach was made with reckless disregard for the truth or accuracy thereof or with the intent to mislead or defraud Buyers or to improperly induce Buyers to perform their obligations under this Agreement. No Buyer Indemnitee shall have any right to indemnification under Section 7.2(a) with respect to any Loss that is less than seventy-five thousand dollars ($75,000) if such Loss is subject to the Deductible and based solely on a breach of a representation or warranty set forth in Section 2.9 (Absence of Undisclosed Liabilities) or Section 2.14(a) (Litigation); provided that all such Losses less than seventy-five thousand dollars ($75,000) do not in the aggregate exceed one million dollars ($1,000,000).
Minimum Losses. (a) Except with respect to breaches of representations and warranties contained in Sections 3.4, 3.17(j) and 3.24, no Buyer Indemnitee under Section 7.2 shall have any right to indemnification under Section 7.2(a) until aggregate Losses incurred by all Buyer Indemnitees under Section 7.2 would exceed an amount, if positive (the “Basket”), equal to (i) three percent (3%) of the Final Consideration Value less (ii) the amount, if any, by which the aggregate Losses incurred by Buyer Indemnitees in respect of the Non-Regulatory Litigation exceeds $2,000,000 (two million dollars). All Losses in excess of the Basket shall be recoverable in accordance with the terms hereof. Any Loss to the extent based on a breach of the representation or warranty set forth in Section 3.9 shall not be considered a Loss for purposes of determining whether the aggregate Losses incurred by Buyer Indemnitees under Section 7.2 exceed the Basket (and no Buyer Indemnitee under Section 7.2 shall have any right to indemnification under Section 7.2(a) with respect to such breach) unless such Loss is greater than $50,000.
Minimum Losses. (a) No Sun Indemnitee shall have any right to indemnification under Section (a) of Exhibit H until aggregate Losses incurred by all Sun Indemnitees would exceed $1,000,000 (the “Deductible”), after which time all Losses pursuant to such Section, including those included in the Deductible, shall be recoverable in accordance with the terms hereof; provided, however, that the Sun Indemnitees shall be entitled to indemnification without regard to the Deductible (i.e., from the first dollar) with respect to any Loss attributable to (i) fraud or (ii) any breach of any representation or warranty of FBR, FNLC or the Company, which breach was made with reckless disregard for the truth or accuracy thereof.
