Threshold for Damages. Except in the case of Damages in respect of fraud, the representations set forth in Section 3.03 (Capitalization), Section 3.09 (Employee and Labor Matters), Section 3.12 (Environmental Matters), Section 3.14 (Taxes), Section 4.03 (Title to Shares/Membership Interests), Section 5.02 (Capitalization), Section 5.13 (Employee Benefit Plans), Section 5.17 (Taxes) and Section 5.18 (Environmental Matters), an Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $500,000; provided, however, that once the aggregate amount of Damages of Indemnified Persons exceed such threshold amount, then the Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of the Stockholders or the Company shall be disregarded.
Threshold for Damages. Notwithstanding the foregoing, an Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $50,000 (the “Threshold Amount”); provided, however, that once the aggregate amount of Damages of Indemnified Persons exceeds the Threshold Amount, then the Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of the Shareholders or the Company shall be disregarded. Notwithstanding anything contained in this Section 9.05, any breach of the representations, warranties or covenants contained in Section 2.05 or Section 3.03 shall not be subject to the foregoing Threshold Amount.
Threshold for Damages. Notwithstanding anything in this Article VIII to the contrary, no Purchaser Indemnified Party or Seller Indemnified Party shall be entitled to make any single claim or series of similar or related claims with respect to a breach of a representation or warranty pursuant to Sections 8.1 or 8.3, as applicable, unless the Damages with respect to any such single claim or series of similar or related claims, individually or in the aggregate, exceed $[**] (the “Minimum Threshold Amount”).
Threshold for Damages. Notwithstanding the foregoing, an Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $25,000; provided, however, that once the aggregate amount of Damages of Indemnified Persons exceed such threshold amount, then the Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of the Shareholders or the Company shall be disregarded.
Threshold for Damages. Except in the case of Damages in respect of fraud, and the indemnities set forth in Section 8.03(a)(iii) or 8.03(a)(iv), an Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $100,000; provided, however, that once the aggregate amount of Damages of Indemnified Persons exceed such threshold amount, then the Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of the Stockholders or the Company shall be disregarded.
Threshold for Damages. Notwithstanding the foregoing, an Indemnified Person or Shareholder Indemnified Person may not make a claim for Damages until the aggregate amount of claims by Indemnified Persons exceeds $200,000; PROVIDED, HOWEVER, that once the aggregate amount of Damages of Indemnified Persons or Shareholder Indemnified Persons exceed such threshold amount, then the Indemnified Persons or Shareholder Indemnified Persons shall have the right to recover the full amounts due without regard to the threshold. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of the Shareholders or the Company shall be disregarded.
Threshold for Damages. Absent fraud or intentional misrepresentation, the Indemnified Parties will not be entitled to indemnification for Damages under Section 9.2(a) or Section 9.3(a) (other than with respect to Fundamental Representations) unless and until the total amount of such Damages incurred by the Indemnified Parties exceed, in the aggregate, an amount equal to one percent (1%) of the Purchase Price (the "Basket"). If such amount of Damages under Section 9.2(a) or Section 9.3(a), as applicable, exceeds the Basket, then the Indemnified Parties will be entitled to recover the full amount of all such Damages from the first dollar.
