Common use of Threshold and Limitations Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Gilead Sciences Inc)

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Threshold and Limitations. (a) The Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(aSections 10.2(a), 10.2(b), 10.2(c) and 10.3(a) and 10.3(b) (the "Indemnified Claims") until the aggregate Losses in respect of Indemnified Claims 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 25,000 (the "Threshold"); provided, however, that once the such 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avt Corp)

Threshold and Limitations. (a) The No Indemnified Parties Party shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("Claims") 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 $650,000 100,000 (the "Threshold"); provided, however, that once the such 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; and provided further, that the Indemnified Parties shall be entitled to indemnification for all Losses based on fraud or arising in connection with Section 9.2 (Expenses).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amazon Com Inc)

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Threshold and Limitations. (a) The Except for Losses based on fraud, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any Indemnity Claim claims for indemnification under Section 8.2(1)(athis Article VIII ("CLAIMS") 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 $650,000 100,000 (the “Threshold”"THRESHOLD"); provided, however, that (i) the Threshold shall not apply to Losses specified under clause 8.2(c) above and (ii) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imagex Com Inc)

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