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. 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. 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 Buyer to comply with Section 4.6 or 8.2(f) or by Buyer or Seller to comply with Section 1.4, no party shall have any right to obtain indemnification under this Agreement until ag- gregate Losses of such party and its Affiliates (for purposes of this section the Shareholder shall be deemed to be an Af- filiate) and the successors and assigns of such party and its Affiliates exceed $3,000,000, 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. Except with regard to the representations and warranties of the Company contained in Section 3.3, Section 3.4, Section 3.8 and Section 3.14(b), the Company Stockholders and the Nonaccredited Holders shall not have any obligation to indemnify any Parent Indemnified Person in connection with any Damages pursuant to this Article IX unless and until the aggregate amount of all Damages incurred by such Parent Indemnified Person exceeds $100,000, at which time the Company Stockholders and the Nonaccredited Holders shall be obligated to indemnify the Parent Indemnified Person for the amount of such Damages in excess of $100,000.
Minimum Losses. The parties shall have the right to obtain indemnification under this Agreement as follows:
(a) with respect to Yorkshire:
(i) and in respect of such Indemnified Losses, once aggregate Indemnified Losses relating to the Acquired Businesses and arising from Nxxxx Xxxxxxx, Xxxxxxx Xxxxxxx xxx Xxxxx Xxxxxxx for which Yorkshire and its Affiliates, and the successors and assigns of Yorkshire and its Affiliates, are otherwise entitled to indemnification under this Article 9 exceed US$750,000 (or its reasonable equivalent in another currency), after which time only the aggregate amount of such Indemnified Losses in excess of US$750,000 (or its reasonable equivalent in another currency) shall be recoverable in accordance with the terms hereof, or
(ii) and in respect of such Indemnified Losses, once aggregate Indemnified Losses relating to Europe and the Acquired Entities arising from Europe and Asia for which Yorkshire and its Affiliates, and the successors and assigns of Yorkshire and its Affiliates, are otherwise entitled to indemnification under this Article 9 exceed US$500,000 (or its reasonable equivalent in another currency), after which time only the aggregate amount of such Indemnified Losses in excess of US$250,000 (or its reasonable equivalent in another currency) shall be recoverable in accordance with the terms hereof, except that this Paragraph 9.8(a)(ii) shall not apply to liabilities arising out of Paragraph 3.26(ii) relating to Disclosed Schemes in the Netherlands (listed under Paragraph 3.26(a)(ii)) and Disclosed Schemes in France (listed under Paragraph 3.26(a)(iv)) provided through AXIVA and IREC and a defined benefit scheme known as SAD 4000; and
(b) with respect to CK Witco, once aggregate losses for which CK Witco and its Affiliates, and the successors and assigns of CK Witco and its Affiliates, are otherwise entitled to indemnification under this Article 9 exceed US$1,250,000 (or its reasonable equivalent in another currency), after which time only the aggregate amount of such losses in excess of US$1,000,000 (or its reasonable equivalent in another currency) shall be recoverable in accordance with the terms hereof.
(c) Notwithstanding the provisions of Paragraph 9.8(a), the foregoing limitations shall not apply to Indemnified Losses in respect of title to assets, litigation, Taxes, environmental matters (including claims arising pursuant to Paragraphs 3.18 and 9.5), Liabilities which are neither Assumed Liabilities nor European Retained Lia...
Minimum Losses. No party shall have any obligation or liability to any other party under this Section 8 until the amount of all Losses for which Indemnified Parties seek or claim defense or indemnification from such party pursuant to this Section 8 (the “Indemnified Losses”) meet or exceed $5,000. Once such Indemnified Losses meet or exceed $5,000, such party shall be liable for the full amount of such Indemnified Losses.
Minimum Losses. No MLIM Indemnitee under Section 7.5 shall have any right to indemnification under Section 7.5(a) except to the extent aggregate Losses other than Minor Losses incurred by all XXXX Xxxxxxxxxxx 00 Table of Contents
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.
(b) No FBR Indemnitee shall have any right to indemnification under Section 7.2(a) until aggregate Losses incurred by all FBR Indemnitees exceed the Deductible, after which time all Losses including those included in the Deductible shall be recoverable in accordance with the terms hereof; provided, however, that the FBR Indemnitees shall be entitled to indemnification without regard to satisfaction of 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 NLC Holding, which breach was made with reckless disregard for the truth or accuracy thereof.
