Seller Basket Related to Seller Non-Fundamental Representations. Seller Parties shall not be required to indemnify Buyer pursuant to, and shall not have any liability under, Section 8.1(a)(i) until the aggregate amount of all Damages for which the Seller Parties would, but for this Section 8.3(b)(i), be liable under this Article VIII exceeds on a cumulative basis an amount equal to $200,000.00 (the “Seller Basket”), in which case the Seller Parties shall be obligated to indemnify Buyer for all Damages including the Seller Basket amount; provided, however, that the Seller Basket shall not apply to any Damages related to any inaccuracy or breach of any Fundamental Representation, any provision of Article VII or any claim based on Fraud.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc), Membership Interest Purchase Agreement (Danam Health, Inc)
Seller Basket Related to Seller Non-Fundamental Representations. Seller Parties shall not be required to indemnify Buyer pursuant to, and shall not have any liability under, Section 8.1(a)(i) until the aggregate amount of all Damages for which the Seller Parties would, but for this Section 8.3(b)(i), be liable under this Article VIII exceeds on a cumulative basis an amount equal to $200,000.00 (the “Seller Basket”), in which case the Seller Parties shall be obligated to indemnify Buyer for all Damages including the Seller Basket amount; provided, however, that the Seller Basket shall not apply to any Damages related to any inaccuracy or breach of any Fundamental Representation, any provision of Article VII or any claim based on Fraud..
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.)
