Common use of Threshold; Ceiling Clause in Contracts

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. (a) The Selling Shareholders Key Employee shall not be required to make any indemnification payment pursuant to Section 10.2(a7.2(a) for any inaccuracy in or breach of any of the their representations and warranties set forth in Section 2 (in the absence of fraud) 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 50,000 in the aggregate. If the total amount of such Damages exceeds $500,000 50,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount all of such damages (and not merely Damages, including claims for Damages included in the portion initial $50,000. Notwithstanding the foregoing, the Key Employee shall indemnify the Indemnitees for any Damages in connection with the Xxxxx Xxx dispute described in Part 2.12 of such Damages exceeding $500,000)the Disclosure Schedule without regard to any dollar threshold. (b) The liability maximum liability, including expenses, third party claims and attorneys' fees, of the Selling Shareholders Key Employee under this Section 10 7.2(a) for breaches of the representations and warranties set forth in Section 2 shall be limited equal 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 50% of the outstanding shares of Company Common Stock as described in Part 2.3 value of the Disclosure Scheduleaggregate Stock Consideration received or earned by the Key Employee.

Threshold; Ceiling. (a) The Selling Shareholders Sole Shareholder shall not be required to make any indemnification payment pursuant to Section 10.2(a7.2(a) for any inaccuracy in or breach of any of the their representations and warranties set forth in Section 2 (in the absence of fraud) 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 50,000 in the aggregate. If the total amount of such Damages exceeds $500,000 50,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount all of such damages (and not merely Damages, including claims for Damages included in the portion initial $50,000. Notwithstanding the foregoing, the Sole Shareholder shall indemnify the Indemnitees for any Damages in connection with the Xxxxx Xxx dispute described in Part 2.12 of such Damages exceeding $500,000)the Disclosure Schedule without regard to any dollar threshold. (b) The liability maximum liability, including expenses, third party claims and attorneys' fees, of the Selling Shareholders Sole Shareholder under this Section 10 7.2(a) for breaches of the representations and warranties set forth in Section 2 shall be limited equal 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 50% of the outstanding shares of Company Common Stock as described in Part 2.3 value of the Disclosure Scheduleaggregate Stock Consideration received or earned by the Sole Shareholder.

Threshold; Ceiling. (a) The Selling Shareholders Indemnitors shall not be required to make any indemnification payment pursuant to Section 10.2(a) 7.2 for any inaccuracy in or breach of any of the 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 $500,000 25,000 in the aggregate. If the total amount of such Damages exceeds $500,000 25,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount all of such damages (and not merely Damages, including claims for Damages included in the portion of such Damages exceeding initial $500,000)25,000. (b) The maximum liability of the Selling Shareholders Indemnitors under this Section 10 7 for breaches of the representations and warranties set forth in Section 2 shall be $3,250,000; PROVIDED, HOWEVER, that notwithstanding the foregoing, the maximum liability of Xxxxxx Xxxx and Xxx Xxxx 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 Schedule325,000.