Threshold for Claims. No claim for Damages shall be made under Section 9.2(a)(i) unless the aggregate of Damages for which claims are made hereunder by the Acquiror Indemnified Persons exceeds $300,000 (the “Basket”), in which case the Acquiror Indemnified Person shall be entitled under Section 9.2(a)(i) to be indemnified against and compensated and reimbursed for the entire amount of all Damages including the amount of the Basket; provided, however, that the Basket shall not apply with respect to any Damages arising from, or directly or indirectly related to any claims for indemnification involving (i) fraud or intentional misrepresentation, or (ii) any breach of a Fundamental Representation.
Threshold for Claims. (a) None of Boral, the Boral Seller or BAGL is liable in respect of a Claim (other than a Tax Claim or a Claim arising from a breach of a Title Warranty) unless the aggregate amount finally agreed or adjudicated to be payable in respect of that Claim either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims and Asia Sale Agreement Claims by members of the USG Group that satisfy clause 8.5(a) (or the corresponding provision of the Asia Sale Agreement) is at least US$4 million, in which event Boral, the Boral Seller or BAGL (as relevant) is liable for the whole of that amount and not merely the excess.
(b) None of USG, the Acquirer or the Subscribers is liable in respect of a Claim (other than a Tax Claim or a Claim arising from a breach of a Title Warranty) unless the aggregate amount finally agreed or adjudicated to be payable in respect of that Claim either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims and Asia Sale Agreement Claims by members of the Boral Group that satisfy clause 8.5(b) (or the corresponding provision of the Asia Sale Agreement) is at least US$4 million, in which event USG, the Acquirer or the relevant Subscriber (as relevant) is liable for the whole of that amount and not merely the excess.
Threshold for Claims. No claim for Damages shall be made under Section 9 unless the aggregate of Damages exceeds $100,000 for which claims are made hereunder by the Acquiror Indemnified Persons in which case the Acquiror Indemnified Person shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 9.2(c) (the “Limitation”); provided, however, that any claim for Damages arising out of or resulting from Section 9.2(e) or from Section 9.2(b)(iii) above shall not be subject to such Limitation and Acquiror shall immediately be entitled to be indemnified, and receive payment, for all Damages related thereto.
Threshold for Claims. No claim for Damages arising out of any misrepresentation or breach of the representations and warranties shall be made under Article VIII unless the aggregate of Damages exceeds $20,000 for which claims are made hereunder by the Company Indemnified Persons or Parent Indemnified Persons, as the case may be, in which case the Company Indemnified Person or Parent Indemnified Person, as the case may be, shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 8.2(d).
Threshold for Claims. The Buyer cannot make any claim for breach of any Warranty, under an indemnity in this document, or based on a breach of any provision of this document unless the amount claimed by the Buyer or aggregate amount of all claims of the Buyer exceeds $50,000, and then the Buyer may claim the full amount including the first $50,000.
Threshold for Claims. No claim for Damages shall be made under this Article VIII unless the aggregate of Damages exceeds $50,000 (the “Deductible”) for which claims are made hereunder by either the Acquiror Indemnified Persons or Target Indemnified Persons as the case may be, in which case the Acquiror Indemnified Persons or Target Indemnified Persons as the case may be shall be entitled to seek compensation for Damages with respect to only the amount of Damages in excess of the Deductible; provided, that the Deductible shall not apply with respect to any Damages arising from, or directly or indirectly related to (i) any inaccuracy in the Payment Schedule, or (ii) intentional fraud.
Threshold for Claims. No claim for Damages shall be made under Section 9.2(a)(i) or (iv) unless the aggregate of Damages exceeds $850,000 (the “Limitation”); provided, however, that should such Damages exceed $850,000 in the aggregate, the Acquiror Indemnified Person(s) shall be entitled to seek compensation for all Damages without regard to the Limitation; provided further, however, that (i) individual claims (or as a series of related claims) totaling $10,000 or less in Damages shall not be recoverable and shall not be counted in determining whether the Limitation has been exceeded; and (ii) the Limitation shall not apply with respect to any Damages arising from, or directly or indirectly resulting from breaches of Fundamental Representations, fraud or intentional misrepresentation.
Threshold for Claims. No claim for Damages shall be made under Section 9 unless the aggregate of Damages exceeds $25,000 for which claims are made hereunder by the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, in which case the Target Indemnified Parties or Acquirer Indemnified Parties, as the case may be, shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 9(d).
Threshold for Claims. No claim for Damages shall be made under Section 8 unless the aggregate of Damages exceeds $10,000 for which claims are made hereunder by the Acquiror Indemnified Persons, in which case the Acquiror Indemnified Person shall be entitled to seek compensation for all Damages without regard to the limitation set forth in this Section 8.2(c); provided, however, that the aggregate indemnification obligation of REBA and REBA Stockholders under this Agreement shall not exceed the axxxxgate xxxxe of the Merger Consideration; provided, further, that in no event shall the indemnity obligation of any REBA Stockholder under this Section 8 exceed the aggregate value of Mexxxx Consideration such REBA Stockholder has received or may become entitled to receive.
Threshold for Claims. No individual claim for less than two thousand five hundred dollars ($2,500) shall be permitted and no claim for indemnification shall be permitted unless and until, and only to the extent that, the aggregate of the amount for which indemnification is claimed exceeds five thousand dollars ($5,000).
