Threshold on Indemnification Clause Samples
Threshold on Indemnification. (i) The Buyer Indemnified Persons shall not be entitled to indemnification under Section 10.1(a) with respect to the Seller’s Non-Fundamental Representations and Section 10.1(a) (A) unless and until the aggregate amount of all indemnifiable Damages suffered or incurred by all Buyer Indemnified Persons under Section 10.1(a) with respect to the Seller’s Non-Fundamental Representations exceeds $[***] (the “Deductible”) (in which case the Seller will be obligated to indemnify the Buyer only for such Damages in excess of the Deductible) and (B) for any Claim, unless and until such Buyer Indemnified Persons have suffered or incurred aggregate indemnifiable Damages arising out of such Claim or series of related Claims under Section 10.1(a) with respect to the Seller’s Non-Fundamental Representations in excess of $[***] (the “Eligible Claims Threshold”) (provided that any such Claim or series of related Claims not exceeding such amount shall not count towards the Deductible and shall not be indemnifiable hereunder). Notwithstanding the foregoing, the limitations set forth in this Section 10.5(a)(i) shall not apply with respect to the Seller Fundamental Representations or with respect to the Seller’s Fraud.
(ii) The Seller Indemnified Persons shall not be entitled to indemnification under Section 10.2(a) with respect to the Buyer’s Non-Fundamental Representations (A) unless and until the aggregate amount of all indemnifiable Damages suffered or incurred by all Seller Indemnified Persons under Section 10.2(a) with respect to the Buyer’s Non-Fundamental Representations exceeds the Deductible (in which case the Buyer will be obligated only for [***]) and (B) for any Claim, unless and until such Seller Indemnified Persons have suffered or incurred aggregate indemnifiable Damages arising out of such Claim or series of related Claims under Section 10.2(a) with respect to the Buyer’s Non-Fundamental Representations in excess of the Eligible Claims Threshold (provided that any such Claim or series of related Claims not exceeding such amount shall not count towards the Deductible and shall not be indemnifiable hereunder). Notwithstanding the foregoing, the limitations set forth in this Section 10.5(a)(ii) shall not apply with respect to the Buyer Fundamental Representations or with respect to the Buyer’s Fraud.
Threshold on Indemnification. Notwithstanding anything to the contrary which may be contained in this Agreement Seller shall not be required to make any payments pursuant to this Article XI, unless and until the aggregate amount of all claims of Purchaser pursuant to this Article XI shall exceed Five Hundred Thousand United States Dollars ($500,000.00) if Purchaser is majority owned by Infogrames Entertainment SA (or any of its subsidiaries) (collectively, "IESA") and Seven Hundred Thousand Dollars ($700,000.00) if Purchaser is not majority owned by IESA (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. Moreover, all indemnity obligations of Seller shall terminate three (3) years after the Closing, excluding Seller's indemnity obligations with respect Damages resulting from or relating to claims alleging facts, which if true, would constitute a breach of or inaccuracy in any of Sellers warranties with respect to the Humongous IP, as set forth in Section 5.5, which obligations shall survive indefinitely.