Threshold/Limitations. (a) Subject to Section 9.6(b), the Company Stockholders and the Parent Indemnitees shall not be required to make any indemnification payment pursuant to Section 9.2 and Section 9.3, respectively, 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 Parent Indemnitees or Company Stockholders, as applicable, or to which any one or more of the Parent Indemnitees or Company Stockholders, as applicable, has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000, then the Parent Indemnitees or Company Stockholders, as applicable, shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, including the initial $100,000.
Threshold/Limitations. (a) Subject to Section 10.3(b), the Cypress Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(v) with respect to a Legal Proceeding relating to a claim under Section 10.2(a)(i)), 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 Cypress Indemnitees, or to which any one or more of the Cypress Indemnitees has or have otherwise become subject, exceeds $10,000 in the aggregate (the “Threshold”). If the total amount of such Damages exceeds the Threshold, then the Cypress Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold.
Threshold/Limitations. (a) Subject to Section 10.3(b), the Parent Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(a)(i)), until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one 68. or more of the Parent Indemnitees, or to which any one or more of the Parent Indemnitees has or have otherwise become subject, exceeds $250,000 in the aggregate (the “Basket”). If the total amount of such Damages exceeds the Basket, then the Parent Indemnitees shall, subject to the other limitations contained herein, be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Basket.
Threshold/Limitations. For the initial one hundred eighty (180) days immediately following the Closing and in connection with any Shortfall, Seller's indemnification obligations shall not be limited by this provision. Thereafter, however, neither Buyer nor Seller shall be entitled to assert any claim for indemnification against the other party for any Loss resulting from an Indemnifiable Matter until such time as all claims of such party against the Indemnifying Party shall exceed $110,000 (the "Threshold"), at which time all claims for indemnification against the Indemnifying Party may be asserted. The Indemnifying Party's obligation under this Section 16 shall be after giving effect to any federal and state tax benefits to the Indemnified Party attributable to the Loss and any federal and state tax liability to the Indemnified Party attributable to the indemnification proceeds of such Loss. The parties agree that the applicable combined federal and state tax rate for such purpose shall be 37%. Seller shall not be liable under Section 16.1(a)(d) after that date which is four years from the Closing Date unless Buyer has notified Seller of any such Loss prior to that date or such Loss is indemnifiable under another provision of this Agreement which survives such four-year period.
Threshold/Limitations. Except with respect to claims for breaches of representations or warranties contained in Sections 3(a)(vi) (Capitalization), 3(b) (Shareholders), 3(c) (Authority), 3(f) (Tax Matters), 3(l)(iii) (Environmental Matters), 3(bb) (No Brokers and Finders), 4(b) (Authority) and 4(e) (No Brokers and Finders), and except as provided in Section 5(k) or Section 5(n), as to which the limitations in this Section 9(e)(ii) shall not apply, an Indemnified Party shall not be entitled to indemnification under this Article 9 for breaches of representations and/or warranties unless the aggregate of the Shareholders’ indemnification obligations under this Article 9 for breaches of representations and/or warranties (but for this Section 9(e)(ii)) exceeds Two Hundred Thousand Dollars ($200,000) (the “Basket Amount”); but in such event, the Indemnified Party shall be entitled to indemnification in full for all breaches of representations and/or warranties; provided, however, where the aggregate amount of Losses arising out of a single claim or series of related claims derived from the same or related facts, events or circumstances for which any Indemnified Party could otherwise seek indemnification does not exceed $2,500, such claim or series of related claims shall not count toward the Basket Amount as Losses for purposes of this Agreement.
Threshold/Limitations. Notwithstanding anything to the contrary herein, the Stockholders shall not be liable under this Section 10 unless and until the aggregate Damages exceed $375,000, at which point the Stockholders shall become liable for the aggregate Damages, not just amounts in excess of $375,000; provided, however, that such limitations shall not apply to Uncapped Damages.
Threshold/Limitations. The Indemnified Party hereunder shall not assert any claim(s) for indemnification under this Section 5 unless and until the cumulative amount of any such claims exceed $50,000 in the aggregate, at which time all such claims may be asserted. The indemnity obligations of the parties hereunder shall expire if written notice of such claim or demand has not been delivered by the Indemnified Party by the expiration of the applicable statute of limitations for such claim. Seller's liability for any claims arising out of or related to this Agreement and the transactions effected by this Agreement shall be limited to Eight Million Dollars ($8,000,000).
Threshold/Limitations. Anything contained in this Agreement to the contrary notwithstanding, neither the Rxxxxxxx, on the one hand, or Biometrics and Newco collectively, on the other hand shall be liable for any amounts for which the other party is otherwise entitled to indemnification under the Agreement until the aggregate amount for which such party is entitled to indemnification under all such claims for indemnification under this Agreement (other than (a) the obligation to pay the Note in accordance with its terms and (b) the indemnification for a breach of the representations in Section 3.1.20, each of which shall not be subject to the limitations of this section 9.4) in the aggregate exceed Twenty Five Thousand Dollars ($25,000.00) (the "Threshold"), at which time the responsible party shall be liable for such amounts, if any, in excess of the Threshold.
Threshold/Limitations. 32 9.5 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9.6 Proportional Liability for Losses . . . . . . . . . . . . . . 34 9.7 Specific Performance. . . . . . . . . . . . . . . . . . . . . 34 9.8 Exclusive Remedies. . . . . . . . . . . . . . . . . . . . . . 35 10. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 35
Threshold/Limitations. (a) Seller shall not be obligated hereunder to indemnify Buyer with respect to any Losses as to which Buyer is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of indemnification so asserted exceeds $200,000.00 (the "Threshold"), and thereafter Buyer shall be entitled to indemnity from Seller hereunder only with respect to any amounts in excess of the Threshold. Notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate obligation to Buyer pursuant to Section 9.2 shall not exceed $10,000,000 (the "Indemnity Cap").
