Threshold and Deductible. The provisions for indemnity under Section 8.3.1(a) or Section 8.3.2(a) shall be effective only (a) for any individual claim where the Loss exceeds [***]; and (b) when the aggregate amount of all Losses for claims in excess of [***] for which indemnification is sought from any Indemnifying Party exceeds [***], in which case the Indemnified Party shall be entitled to indemnification of all the Indemnified Party’s Losses in excess of [***]; provided, however, that the foregoing limitation shall not be applicable for breaches of any of Seller Fundamental Representations or Purchaser Fundamental Representations or in the case of claims based on Fraud, intentional misrepresentation or willful misconduct.
Threshold and Deductible. Except in the case of fraud, willful misconduct or intentional misrepresentation and indemnification claims for breaches of or inaccuracies in the Special Representations, the Indemnified Parties, as a group, may not recover any Losses pursuant to an indemnification claim under Section 7.2(a)(i) unless and until the Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,000,000 in Losses in the aggregate, in which case the Indemnified Parties shall be entitled to recover all Losses above the first $500,000 of Losses paid, incurred, suffered or sustained by the Indemnified Parties as a group. For the avoidance of doubt, the limitations set forth in this Section 7.3(a) shall not apply to indemnification claims under clauses (ii) – (vii) of Section 7.2(a), inclusive.
Threshold and Deductible. Seller shall not be liable to the Buyer Parties under clause (i)(l), (i)(3), or (i)(4) of this Section 3.3(b) with respect to any Claim unless (i) the amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in excess of $50,000 (the “Individual Indemnification Threshold”) and (ii) the aggregate amount of all Claims under this Agreement, as defined herein, meeting the Individual Indemnification Threshold is at least equal to $900,000 (the “Aggregate Indemnification Deductible”), and then Seller shall only be liable to the extent such Claims exceed, in the aggregate, the Aggregate Indemnification Deductible.
Threshold and Deductible. Except as provided otherwise in Section 8.7(c), Buyer will not be liable for Losses that otherwise are indemnifiable under this Article until the total of all Losses incurred by the Seller Indemnitees exceeds the Threshold (as defined in Section 8.6(a) above) in which event Buyer shall be responsible only for the aggregate amount of Losses in excess of $60,000.00 (the “Seller Deductible”).
Threshold and Deductible. The provisions for indemnity under Section 8.3.1(a) or Section 8.3.2(a) shall be effective only (a) for any individual claim where the Loss exceeds $20,000; and (b) when the aggregate amount of all Losses for claims in excess of $20,000 for which indemnification is sought from any Indemnifying Party exceeds one percent (1%) of the Purchase Price, in which case the Indemnified Party shall be entitled to indemnification of all the Indemnified Party’s Losses in excess of one percent (1%) of the Purchase Price; provided, however, that the foregoing limitation shall not be applicable for breaches of any of Seller Fundamental Representations or Purchaser Fundamental Representations or in the case of claims based on Fraud, intentional misrepresentation or willful misconduct.
Threshold and Deductible. The Seller Parties shall not be liable for any indemnification obligations pursuant to Section 8.2(a)(i) or Section 8.2(b)(i): (i) unless the Damage in respect of such individual indemnification obligation exceeds $5,000; and (ii) until the aggregate amount of Damages with respect to the matters referred to in Section 8.2(a)(i) and Section 8.2(b)(i) exceed $400,000 (the “Threshold”); and once the Threshold is met the Seller Groups will be severally but not jointly responsible for such Damages in excess of $200,000.
Threshold and Deductible. (i) Purchaser Indemnitees shall not be entitled to recover any amounts under Section 8.3(a) until the total amount which Purchaser Indemnitees would recover under Section 8.3(a), but for this Section 8.4(b)(i), exceeds $3,000,000 (the “Threshold”); provided that once the total amount of Damages incurred by Purchaser Indemnitees exceeds the Threshold, then the Purchaser Indemnitees shall be entitled to recover only for Damages in excess of $1,500,000 (subject to the Indemnification Cap where applicable) but shall in no event be entitled to recover the first $1,500,000 of Damages. Notwithstanding the foregoing, the Threshold shall not apply to amounts recoverable under Section 8.3(a) for breaches of Fundamental Representations or for a breach of Section 2.3(l) (Taxes) and shall not apply to amounts recoverable under any of Section 8.3(b) through and including Section 8.3(h).
(ii) Purchaser Indemnitees shall not be entitled to recover any amounts recoverable under Section 8.3(g) until the total amount which Purchaser Indemnitees would recover under Section 8.3(g), but for this Section 8.4(b)(ii), exceeds $1,500,000 (the “Environmental Deductible”); provided that once the total amount of Damages incurred by Purchaser Indemnitees exceeds the Environmental Deductible, then the Purchaser Indemnitees shall be entitled to recover only for Damages in excess of the Environmental Deductible (subject to the Indemnification Cap) but shall in no event be entitled to recover the first $1,500,000 of Damages. For the avoidance of doubt, the Environmental Deductible shall be separate from and in addition to the Threshold.
Threshold and Deductible. No party that is entitled to indemnification under this Agreement shall be indemnified unless and until the aggregate of all of such party's claims for indemnification exceeds $25,000, after which time the indemnifying person's indemnification obligation shall be the entire amount of the losses incurred, less a $5,000 deductible. Except to the extent of the $5,000 deductible, this provision shall operate as a threshold for triggering payment obligations under Section 12.2 and 12.3 and not as a deductible from either party's indemnification obligations.
Threshold and Deductible. Except for Buyer Loss related to the Seller Warranties in paragraph 6 of Schedule 3 and Seller Specific Warranties in Schedule 3A and the representations and covenants in the Sipperec Memorandum of Agreement pertaining to Sipperec 3, Seller shall not be liable for any Buyer Loss unless the aggregate amount of the liability of Seller pursuant to this Article IX exceeds EUR 8,000,000, in which event Seller shall be liable only for the amount in excess of EUR 2,500,000.
Threshold and Deductible. Except for Seller Loss related to the UPC Warranties in paragraphs 6 of Schedule 4 and paragraphs (i) (iii) (iv) (v) of Schedule 4A, the UPC Shareholder shall not be liable for any Seller Loss unless the aggregate amount of the liability of the UPC Shareholder pursuant to this Article IX exceeds EUR 5,000,000, in which event the UPC Shareholder shall be liable only for the amount in excess of EUR 2,500,000.
