Common use of Threshold; Ceiling Clause in Contracts

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) Except in the case of fraud and except with respect to Specified Breaches: (i) fraud, the Indemnitees shall not be entitled to recover any Damages pursuant to Section 7 Sections 9.2(a)(i), 9.2(a)(ii), 9.2(a)(iii), 9.2(a)(iv) and 9.2(a)(v) for any inaccuracy in or breach of any of the representations and warranties or any breach of any covenant or obligation of the Company matter until such time as the total amount of all Damages (including the Damages arising from in connection with such inaccuracy or breach matter and all other Damages arising from any other such inaccuracies matters of the type referred to in or breachesSection 9.2(a)) 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 $500,000 300,000 in the aggregate; and (ii) at . At such time as the cumulative amount of such Damages exceeds $500,000 300,000 in the aggregate, the Indemnitees shall be entitled to recover the amount by which the cumulative entire amount of such Damages, and not merely the portion of such Damages exceeds exceeding $500,000300,000. (b) Except in the case of fraud and except with respect to Specified Breachesfraud, recourse by the Indemnitees to the Indemnity Escrow Fund shall be the Indemnitees’ exclusive remedy after the Effective Time for monetary the recovery of any damages resulting from inaccuracies in or breaches of the representations and warranties and covenants of the Company matters set forth in Section 9.2(a); provided, however, that nothing contained in this Section 9.3(b) or elsewhere in this Agreement shall limit the rights of any Indemnitee to seek or obtain injunctive relief or any other equitable remedy to which such Indemnitee is otherwise entitled. Notwithstanding the foregoing, nothing in this Agreement shall relieve any Key Shareholder from his or its obligations under such Key Shareholder’s Shareholder Agreement.

Threshold; Ceiling. (a) Except in the case of fraud and except with respect to Specified Breaches: (i) the Indemnitees The Indemnifying Shareholders shall not be entitled required to recover make any Damages indemnification payment from the General Escrow Amount pursuant to Section 7 9.2(a) for any inaccuracy in or breach of any of the Company's representations and warranties or any breach of any covenant or obligation of the Company 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 such inaccuracies in or breachesbreaches 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 $500,000 200,000 in the aggregate; and (ii) at such time as . If the cumulative total amount of such Damages exceeds $500,000 in the aggregate200,000, then the Indemnitees shall be entitled to recover be indemnified against and compensated and reimbursed for the amount by which the cumulative total amount of such Damages exceeds $500,000Damages. (b) Except in The maximum liability of 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 Indemnifying Shareholders under Section 9.2(a) for monetary damages resulting from inaccuracies in or breaches of the representations and warranties and covenants of the Company set forth in this AgreementSection 2 shall be equal to, and shall in no event exceed, the General Escrow Amount.

Threshold; Ceiling. (a) Except in the case of fraud and except with respect to Specified Breaches: (i) the Indemnitees The Seller shall not be entitled required to recover make any Damages indemnification payment pursuant to Section 7 10.2(a) for any inaccuracy in or breach of any of the representations and warranties or any breach of any covenant or obligation of the Company 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 such inaccuracies in or breachesbreaches 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 $500,000 200,000 in the aggregate; and (ii) at such time as . If the cumulative total amount of such Damages exceeds $500,000 in the aggregate, 200,000 then a deductible of $100,000 shall apply and the Indemnitees shall be entitled to recover be indemnified against and compensated and reimbursed only for the amount by which the cumulative amount of such Damages exceeds damages exceeding $500,000100,000. (b) Except in The liability of the case of fraud Seller under this Section 10 shall be limited to the Escrow Fund. (c) The parties hereto acknowledge and except agree that to the extent an Indemnitee is seeking indemnification under this Section 10, such Indemnitee shall be entitled to recover any Damages with respect to Specified Breachessuch claim for indemnification no more than once, recourse by the Indemnitees and only to the Escrow Fund shall be extent that such Damage was not taken into account and reflected in any adjustment to 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 AgreementBase Purchase Price pursuant to Section 1.4.

Threshold; Ceiling. (a) Except in the case of fraud and except with respect to Specified Breaches: (i) the Indemnitees The Purchaser shall not be entitled required to recover make any Damages indemnification payment pursuant to Section 7 11.2 for any inaccuracy in or breach of any of the representations and warranties or any breach of any covenant or obligation of the Company set forth in Section 3 until such time as the total amount of all Damages (including the Damages amages arising from such inaccuracy or breach and all other Damages arising from any other such inaccuracies in or breachesbreaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Seller Indemnitees, or to which any one or more of the Seller Indemnitees has or have otherwise become subject, exceeds $500,000 200,000 in the aggregate; and (ii) at such time as . If the cumulative total amount of such Damages exceeds $500,000 in the aggregate, 200,000 then a deductible of $100,000 shall apply and the Indemnitees shall be entitled to recover be indemnified against and compensated and reimbursed only for the amount by which the cumulative amount of such Damages exceeds damages exceeding $500,000100,000. (b) Except The liability of the Purchaser under this Section 11 shall be limited to twenty percent (20%) of the Base Purchase Price unless such liability is related to the payment of consideration under this Agreement, in which case such liability shall be limited to the case amount of fraud consideration payable hereunder. (c) The parties hereto acknowledge and except agree that to the extent a Seller Indemnitee is seeking indemnification under this Section 11, such Indemnitee shall be entitled to recover any Damages with respect to Specified Breaches, recourse by the Indemnitees to the Escrow Fund shall be the Indemnitees’ exclusive remedy such claim for monetary damages resulting from inaccuracies in or breaches of the representations and warranties and covenants of the Company set forth in this Agreementindemnification no more than once.