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 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.
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. (a) Except as set forth in this Section 9.3 the Stockholders shall not be required to make any indemnification payment pursuant to Section 9.2 for any inaccuracy in or breach of any of their representations, covenants or obligations set forth herein 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 Parent Indemnities, or to which any one or more of the Parent Indemnities has or have otherwise become subject, exceeds $400,000 in the aggregate (excluding (i) any liability for Taxes payable pursuant to Section 8, other than the Excluded Liability; and (ii) any liability under clauses (ii) and (iv) of Section 9.2(a), or any Legal Proceeding relating thereto; (collectively, the "Excluded Claims"), each of which shall be payable without any deductible). If the total amount of such Damages exceeds $400,000, then the Parent Indemnities shall be entitled to be indemnified against and compensated and reimbursed only for the portion of such Damages exceeding $400,000. Any legal fees incurred in defending any action, claim, or proceeding, brought or threatened by those persons listed on Schedule 9.3 against SRC shall count against the deductible, even though the claim itself is not subject to indemnification. If any Damages are incurred due to a claim as set forth in Section 9.2(a)(iii), the first $200,000 in Damages shall count against the $400,000 deductible to the extent of any remaining deductible. The Stockholders shall jointly and severally indemnify each of the Parent Indemnitees, pursuant to Section 9.2(a)(iii) to the extent such Damages exceed $200,000 and the extent of the portion of any of the first $200,000 in Damages that cannot be set off against the deductible because of prior claims against the deductible.
Threshold; Ceiling. (a) The Indemnitors shall not be required to make any indemnification payment pursuant to Section 7.2 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 all of such Damages, including claims for Damages included in the initial $25,000.
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.)
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.
Threshold; Ceiling. (i) PBT shall not have the right to claw back any PBT Shares pursuant to Section 14(e) for any inaccuracy in any of WinWin’s representations and warranties set forth in Section 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy and all other Damages arising from any other inaccuracies in any WinWin representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the WinWin Indemnitees, or to which any one or more of the WinWin Indemnitees has or have otherwise become subject, exceeds $50,000 in the aggregate. (If the total amount of such Damages exceeds $50,000, then the WinWin Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all such Damages.)
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.
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.
