Threshold and Limitations. (a) No Indemnified Party shall be entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification exceed $100,000 (the "Threshold"); provided, however, that once such aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses without regard to the Threshold.
Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim under Section 8.2(1)(a) until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive indemnification with respect to Indemnity Claims under Section 8.2(1)(a) exceed $650,000 (the “Threshold”); provided, however, that once the aggregate Losses with respect to Indemnity Claims under Section 8.2(1)(a) exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses with respect to Indemnity Claims under Section 8.2(1)(a) without regard to the Threshold.
Threshold and Limitations. (i) No Parent Group member shall be entitled to receive any indemnification payment with respect to any claim for indemnification under this Article 7 ("CLAIMS") until the aggregate Damages for which the Parent Group would otherwise be entitled to receive indemnification exceeds $350,000 ("THRESHOLD"). Once such aggregate Loss exceeds the Threshold, the Parent Group, shall be entitled to indemnification for the aggregate amount of all Damages, regardless of the Threshold. Notwithstanding the foregoing, Parent shall be entitled to indemnification for all Damages based upon a claim of fraud or any breach of the representations contained in Sections 2.2, 2.3, 2.4, 2.8, 3.3 and 3A.2, and any indemnification provided for by Sections 7.1(c), 7.1(d) and 7.1(e) without regard to the Threshold.
Threshold and Limitations. (a) The Acquirer Indemnified Parties’ sole and exclusive sources of recovery for indemnification claims under Section 8.1(a) shall be [***].
Threshold and Limitations. The rights of parties to seek indemnification under this Article IX are subject to the following limitations:
Threshold and Limitations. (a) Except in connection with indemnification claims arising out IntelliPrep Losses or Click2learn Losses based on fraud, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any claims for indemnification under Section 8.2 or 8.3 ("Claims") until the aggregate Losses or Click2learn Losses, as applicable, for which such Indemnified Parties would be otherwise entitled to receive indemnification exceed $25,000 (the "Threshold"); provided, however, that once such aggregate IntelliPrep Losses or Click2learn Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification only for the aggregate amount of all IntelliPrep Losses or Click2learn Losses in excess of the Threshold. The limitations set forth in this Section 8.5(a) shall not apply to any claims asserted by Click2learn against the Principals pursuant to Section 8.4.
Threshold and Limitations. 43 8.5 Procedure for Indemnification Claims and Claims Against Escrow Consideration............43 8.6
Threshold and Limitations. (a) The Indemnified Parties shall not be entitled to receive any payment with respect to any Claims under this Article VIII until the aggregate Losses for which such Indemnified Parties would be otherwise entitled to receive payment, plus the aggregate Shareholder Costs, if any, payable under Section 8.7(b) exceed $135,000 (the "THRESHOLD"); provided, however, that (i) the Threshold shall not apply to Losses specified under clauses (c), (d) or (f) of Section 8.2(a) above or to Claim under Section 8.2(b) and (ii) once the aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to receive payment for the aggregate amount of all Losses without regard to the Threshold subject to the limitation in Section 8.4(c).
Threshold and Limitations. (a) Except for liability based on fraud or breach of any representation or warranty with respect to Tax (with respect to which there shall be no limitation) and breach of Section 3.3 (Capitalization), each Shareholder's aggregate indemnification obligations pursuant to this Article IX shall be limited to that Shareholder's Percentage Share of the "Maximum Liability Amount." The Maximum Liability Amount shall be **** Australian dollars; provided, however, on the date that the initial Federal Securities laws transfer restrictions applicable to the N2H2 Common Stock received by a Shareholder at Closing cease, the Maximum Liability Amount applicable to that Shareholder shall become the Australian dollar equivalent of an amount equal to the product of the number of shares of N2H2 Common Stock issued to the Shareholder at Closing times the average of the high and low daily price per share of N2H2 Common Stock as reported on the NASDAQ national market on the trading day that such transfer restrictions cease, but in no event shall the maximum liability amount exceed **** Australian Dollars. If the Maximum Liability Amount for any Shareholder is reduced in accordance with the foregoing, and that Shareholder has previously paid indemnity obligations under this Article IX to N2H2 Indemnified Parties in excess of the Shareholder's Percentage Share of the reduced Maximum Liability Amount, the N2H2 Indemnified Parties shall refund such excess to that Shareholder.
Threshold and Limitations. (a) The Purchaser shall not be entitled to recover any Loss for or arising out of any breach of the representations, warranties or covenants of the Vendors or the Corporation in this Agreement (the “Purchaser Claims”) unless, and only to the extent that, the aggregate Purchaser Claims exceed US $100,000 (the “Threshold”). Notwithstanding the foregoing, the Purchaser shall be entitled to recover for any Purchaser Claim based upon a claim of fraud, willful concealment or willful misleading or any breach of the Specified Representations and Warranties, without regard to the Threshold.
