Common use of Threshold; Ceiling Clause in Contracts

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) Subject to Section 12.6(c), Purchaser and Merger Sub The Shareholders shall not be required to make any indemnification payment pursuant to Section 12.5 9.2(a) for any Section 9.2 Breach 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 Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds $650,000 250,000 in the aggregate. At such time as If the total amount of such Damages exceeds $650,000 in 250,000, then the aggregate, the Stockholder Indemnitees shall be entitled to be indemnified (on against the terms stated in this Section 12) only against full amount of such Damages and not merely the portion of such Damages exceeding $650,000250,000. Notwithstanding the foregoing, the Shareholder shall be required to make the full amount of any indemnification payments required for Damages that arise from any individual Section 9.2 Breach where the Damages from any such individual section 9.2 Breach are in excess of $75,000. (b) Subject to Section 12.6(c), the The maximum liability of Purchaser and Merger Sub each Shareholder under Section 12.5(a9.2(a) shall be limited to $1,011,633. (c) The limitations on for breaches of the Purchaser's representations and Merger Sub's indemnification obligations that are warranties set forth in Sections 12.6(a) 2 and 12.6(b) 3 shall not apply be equal to any Breach the product 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 the number of shares of Parent Common Stock received by such Shareholder in the Merger Sub had Knowledge minus the number of shares such Breach as of Shareholder is entitled to register pursuant to the Closing and Registration Rights Agreement, multiplied by (ii) such Breach was not disclosed to Xxxxx at or prior to Closingthe closing price of Parent Common Stock on the Nasdaq National Market on the date hereof.

Threshold; Ceiling. (a) Subject to Section 12.6(c9.3(c), Purchaser and Merger Sub Meritus and/or Reiling shall not be required to make any indemnification payment pursuant puxxxxxx to Section 12.5 9.2 for any breach of any of either of their representations and warranties 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 Stockholder IndemniteesDSI, or to which any one or more of the Stockholder Indemnitees DSI has or have will otherwise become subject, exceeds One Hundred Twenty Five Thousand Dollars ($650,000 125,000.00) in the aggregate. At such time as the total amount of such Damages exceeds One Hundred Twenty Five Thousand Dollars ($650,000 125,000.00) in the aggregate, the Stockholder Indemnitees DSI shall be entitled to be indemnified (on the terms stated in this Section 12) only against the portion all amount of such Damages exceeding in excess of $650,000125,000.00 subject to the limitations set forth in Section 9.3(b) and 9.3(d) below. (b) Subject to Section 12.6(c9.3(c), the maximum liability of Purchaser Meritus or Reiling and Merger Sub DSI under Section 12.5(a) shall be limited to 9.2 and Section 9.5, respectively, shaxx xx Xive Million Dollars ($1,011,6335,000,000.00). (c) The limitations on the Purchaser's and Merger Sub's indemnification obligations of Meritus and Reiling that are set forth in Sections 12.6(aSection 9.3(a) and 12.6(b9.3(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 apxxx xx (i) Purchaser or Merger Sub had Knowledge of such Breach as any breach of the Closing and Specified Representations; or (ii) such Breach was any fraud or willful misrepresentation by a Contributing Stockholder. (d) DSI shall not disclosed be entitled to Xxxxx at or prior recover under Section 9.2 unless a claim for Damages has been asserted by written notice, specifying the details of the alleged claim and the grounds for indemnification, delivered to ClosingReiling within the applicable survival period specified in Section 9.0 xxxxe.