Threshold and Cap. (a) In respect of TJC’s assertion of an indemnification claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,000 If this threshold is reached, TJC may assert an indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert indemnification claims under Section 13 shall be the Purchase Price. No threshold or cap shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
(b) In respect of Seller’s assertion of an indemnification claim under Section 14(a)(i), Seller shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,000. If this threshold is reached, Seller may assert an indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller may assert indemnification claims under Section 14 shall be the Purchase Price. No threshold shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
(c) No threshold shall apply to TJC’s assertion of an indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s assertion of an indemnification claim under Sections 14(a)(ii) or (iii).
Threshold and Cap. (a) In respect of Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds 1.0% of the Purchase Price. If this threshold is reached, Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
(b) No threshold shall apply to Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(2) or to the Shareholders’ assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2).
(c) In no event shall the aggregate Liability of the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed 40% of the Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. PROTEC and the PROTEC Members shall not have any liability or obligation to PAYM, Xxxxxxxxx or the PAYM Representatives under Section 8.02(b) unless and until the amount of Losses accrued thereunder is equal to or greater than $50,000 (the “Indemnity Threshold”), in which even PROTEC and the PROTEC Members shall only be required to pay or be liable for all such Losses above the Indemnity Threshold.
Threshold and Cap. Sellers shall indemnify and hold harmless the Company, Purchaser and Parent with respect to any Loss suffered by the Company, Purchaser or Parent under Sections 13.1 if, and only if, such Loss together with the aggregate of all Losses theretofore incurred by the Purchaser or Parent under such Sections shall exceed Nine Hundred Thousand U.S. Dollars (US$900,000) (the “Threshold”), in which case Sellers shall be liable for the aggregate amount of all Losses suffered by the Purchaser or Parent, up to a maximum equal to the Escrow Amount; provided, however, any Losses suffered by Purchaser or Parent with respect to inaccuracy of the Projected Closing Balance Sheet as updated as of the Closing Date shall not be subject to such Threshold, but shall be subject to the threshold set forth in Section 2.3(g), and provided, further that any Losses suffered by the Purchaser or Parent with respect to fraud of the Company, or relating to Losses suffered as a result of breaches of the representations and warranties set forth in Sections 7.2, 7.24 and 7.26 shall be not be subject to the Threshold and shall be limited to the Purchase Price plus any Earn-Out actually paid to Sellers.
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Thousand Dollars ($100,000) (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller or Selling Shareholders. The indemnification obligations of Seller shall be applied in the order described in Section 7.2(b)(5)(ii) hereof.
Threshold and Cap. Neither Buyer nor Sellers shall be entitled to recover under this Agreement for any indemnification claims until the aggregate losses, damages or expenses suffered by such party in connection therewith exceed $25,000 (the "Threshold") and then only to the extent such aggregate losses, damages or expenses exceed the Threshold. The combined maximum aggregate liability of Sellers and the maximum aggregate liability of Buyer for indemnification claims under this Agreement shall be $250,000.
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed $25,000 (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that
Threshold and Cap. Notwithstanding anything to the contrary herein, in no event shall the Buyer be liable to Seller or any of its Affiliates nor shall Seller be liable to Buyer or any of its Affiliates, pursuant to this Section 17 or otherwise, nor shall Buyer, or any of its Affiliates be liable to Seller, nor Seller or any of its Affiliates be liable to Buyer, for any matter related in any way to this Agreement until the total amount of Damages to either of such parties exceeds $100,000 (the “Threshold Amount”), and then only to the extent such Damages exceed the Threshold Amount. Furthermore, in no event shall: (i) Seller be liable to Buyer, or any of its Affiliates pursuant to this Section 17 or otherwise, for any matter related in any way to this Agreement in an amount in excess of $1,000,000, or (ii) Buyer, or any of its Affiliates, be liable to Seller, pursuant to this Section 17 or otherwise, for any matter related in any way to this Agreement in an amount in excess of $1,000,000.
Threshold and Cap. Anything in this Agreement to the contrary notwithstanding, the Stockholders shall not be liable for indemnification hereunder until the cumulative aggregate amount of all Claims of the Company exceed $535,000.00 in which case the Stockholders shall be liable for that portion of such Claims that exceeds $535,000.00 but only to the extent that such Claims do not exceed an aggregate of $3,210,000 (the "Cap") except, however, that in the case of a Claim or Claims based upon a breach of Sections 5.1, 5.2 or 5.3 hereof, the Cap shall be the Merger Price.
Threshold and Cap. Notwithstanding anything herein to the contrary, no party required to indemnify any other under this Article shall be responsible for any Indemnified Claim under the terms of this Article until the cumulative aggregate amount of such Indemnified Claims suffered by Branch or Branch Realty, on the one hand, or the Partnership, Regency or TRG, on the other hand, as the case may be, exceeds $250,000.00, in which case Branch or Branch Realty, on the one hand, or the Partnership, Regency or TRG, on the other hand, as the case may be, shall then be liable for all such Indemnified Claims, but in the case of a breach of a representation, warranty or covenant by Branch or Branch Realty that is not willful and intentional, only to the extent that the aggregate Loss and Expenses for all such Indemnified Claims does not exceed the greater of $12,651,008 or the combined Value of the Collateral, as determined on the date that such Indemnified Claims are paid and Branch, Branch Realty, the Branch partners, and their Affiliates shall have no Liability whatsoever for any 77 Indemnified Claim in excess of such amount unless resulting from a willful and intentional breach of a representation, warranty or covenant. There shall be no corresponding dollar limitation on Regency's or the Partnership's liability, if any, for Loss and Expenses for Indemnified Claims.
