Common use of Threshold; Ceiling Clause in Contracts

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 Designated Shareholders and Optionholders 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) 75,000 in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000)75,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all the full amount of such Damagesdamages (and not merely the portion of such damages exceeding $75,000). (b) For all Company Shareholders, the The maximum liability of each Shareholder and Optionholder under Section 9.2(a), other than ) for Damages arising from or resulting breaches of the Company's or the Designated Shareholder's fraud, representations and warranties set forth in Section 2 shall be equal to the pro rata share of proceeds received under Section 1.3 by each such Company Shareholder in the Escrow Fundand Optionholder.

Threshold; Ceiling. (a) The Designated Shareholders Indemnitees shall not be required entitled to make seek 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 or any cause of action relating thereto and all other Damages arising from any other inaccuracies in or breaches of any representations or warrantieswarranties or any causes of action relating thereto) 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) 100,000 in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000)100,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all such DamagesDamages as limited by Section 9.3(b). (b) For all Company Shareholders, the 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 and Company Option Holder in the Indemnification Escrow Fund.