Threshold; Ceiling. (a) Subject to Section 6.3(b), the Sellers shall not be required to make any indemnification payment pursuant to Section 6.2 for any Breach as set forth in Section 6.2 until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate. At such time as the total amount of such Damages exceeds $100,000 in the aggregate, the Indemnitees shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $100,000).
(b) The aggregate Liability of the Sellers for monetary damages under Section 6.2 shall be limited to the Holdback Fund and shall be satisfied solely through the Purchaser’s right of setoff against the Holdback Fund. Once the Holdback Fund is distributed (or should have been distributed) pursuant to this Agreement, Purchaser’s right of setoff against the Holdback Fund shall cease and be of no further force or effect; provided however, that if, at any time on or prior to the date the Holdback Fund should have been distributed, any Indemnitee (acting in good faith) delivers to the Agent a notice of an indemnification claim under this Section 6, then the Purchaser’s right of setoff against the Holdback Fund shall survive until such time as such claim is fully and finally resolved. Additionally, Purchaser is not entitled to claim or receive any indemnity or Damages for any fact, matter or circumstance (including but not limited to a Breach) to the extent that the fact, matter or circumstance is disclosed in the applicable part of the Disclosure Schedule, or is otherwise known to Purchaser before the Closing and Purchaser still proceeds with the Closing (other than, in each case, for items included on Part 6.2 of the Disclosure Schedule), and the amount of any Damages for which an Indemnitee is entitled to indemnification as provided under this Section 6 shall be calculated net of any accruals, reserves or provisions therefor reflected in the ALC Financial Statements or ALC Unaudited Interim Financial Statements. Further, the amount of Damages recoverable by an Indemnitee under this Section 6 with respect to an indemnity claim shall be reduced by the amount o...
Threshold; Ceiling. (a) Except in the case of fraud and except with respect to Specified Breaches: (i) the Indemnitees shall not be entitled to recover any Damages pursuant to Section 7 for any inaccuracy in or breach of any of the representations and warranties or any breach of any covenant or obligation of the Company until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other such inaccuracies in or breaches) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $500,000 in the aggregate; and (ii) at such time as the cumulative amount of such Damages exceeds $500,000 in the aggregate, the Indemnitees shall be entitled to recover the amount by which the cumulative amount of such Damages exceeds $500,000.
(b) Except in the case of fraud and except with respect to Specified Breaches, recourse by the Indemnitees to the Escrow Fund shall be the Indemnitees’ exclusive remedy for monetary damages resulting from inaccuracies in or breaches of the representations and warranties and covenants of the Company set forth in this Agreement.
Threshold; Ceiling. (a) Subject to Section 12.6(c), Purchaser and Merger Sub shall not be required to make any indemnification payment pursuant to Section 12.5 until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds $650,000 in the aggregate. At such time as the total amount of such Damages exceeds $650,000 in the aggregate, the Stockholder Indemnitees shall be entitled to be indemnified (on the terms stated in this Section 12) only against the portion of such Damages exceeding $650,000.
(b) Subject to Section 12.6(c), the maximum liability of Purchaser and Merger Sub under Section 12.5(a) shall be limited to $1,011,633.
(c) The limitations on the Purchaser's and Merger Sub's indemnification obligations that are set forth in Sections 12.6(a) and 12.6(b) shall not apply to any Breach of the Purchaser Specified Representations other than a Breach of Section 4.4. In addition, the limitations on Purchaser's and Merger Sub's obligations that are set forth in Sections 12.6(a) and 12.6(b) shall not apply to Damages arising out of a Breach of a representation, warranty or covenant if (i) Purchaser or Merger Sub had Knowledge of such Breach as of the Closing and (ii) such Breach was not disclosed to Xxxxx at or prior to Closing.
Threshold; Ceiling. (a) The Designated Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Section 2 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds fifty thousand dollars ($50,000) in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000), then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all such Damages.
(b) For all Company Shareholders, the maximum liability under Section 9.2(a), other than for Damages arising from or resulting of the Company's or the Designated Shareholder's fraud, shall be the pro rata share of such Company Shareholder in the Escrow Fund.
Threshold; Ceiling. (a) The Selling Shareholders shall not be required to make any indemnification payment pursuant to Section 10.2(a) for any inaccuracy in or breach of any of the representations and warranties set forth in Section 2 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $500,000 in the aggregate. If the total amount of such Damages exceeds $500,000 then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such damages (and not merely the portion of such Damages exceeding $500,000).
(b) The liability of the Selling Shareholders under this Section 10 shall be limited to $6,000,000 in the aggregate. The liability of any individual Selling Shareholder shall be pro rata in accordance with such Selling Shareholder's percentage ownership of the outstanding shares of Company Common Stock as described in Part 2.3 of the Disclosure Schedule.
Threshold; Ceiling. PROVIDENCE, or UAC shall not be required to make any indemnification payment pursuant to Section 8.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Sections 2 and 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the other party, exceeds $100,000 in the aggregate. (If the total amount of such Damages exceeds $100,000, then the Indemnitee shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages, including claims for Damages included in the initial $100,000.
Threshold; Ceiling. The Designated Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Section 2 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the aggregate amount of Damages, including the initial $25,000.)
Threshold; Ceiling. (a) The Company Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $150,000 in the aggregate. If the total amount of such Damages exceeds $150,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages. The provisions of this Section 9.3(a) shall not apply to any claims made by any Indemnitee regarding reimbursement of costs incurred in connection with (i) Excluded Expenses and (ii) the termination of any Company employee prior to the Effective Time.
(b) With the exception of claims based upon fraud, the maximum liability of each Company Shareholder under Section 9.2(a) shall be equal to the value of the shares of Parent Common Stock placed in escrow by such Company Shareholders pursuant to Section 1.8 of this Agreement determined in accordance with the terms of the Escrow Agreement.
Threshold; Ceiling. (A) OAK BROOK or PVAXX shall not be required to make any indemnification payment pursuant to Section 8.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Sections 2 and 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the other party, exceeds $100,000 in the aggregate. (If the total amount of such Damages exceeds $100,000, then the Indemnitee shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages, including claims for Damages included in the initial $100,000.
Threshold; Ceiling. (i) Except for claims related to ownership of the Shares, no indemnification payment shall be required to be made pursuant to this Section 8 until such time as the total amount of all claims exceeds $30,000 in the aggregate. (If the total amount of such claims exceed $30,000, then the Indemnified Party shall be entitled to be indemnified against and compensated and reimbursed for the total amount of such claims and not only for the portion of such claims exceeding $30,000.)
(ii) The maximum liability for any party under this Section 8 shall be equal to $2,000,000.
