Common use of Threshold Clause in Contracts

Threshold. Subject to the other limitations set forth in this Agreement, including this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until the aggregate amount of all Losses otherwise payable in connection with such breach exceeds an amount equal to $145,000 (the “Threshold”), after which the Indemnifying Party shall be liable for all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder).

Threshold. Subject to (i) No claim for indemnification may be made under Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the other limitations set forth applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, including this Section 7.2, no amount shall be payable the Certificates or other Merger-Related Agreements or for any fraud by any Indemnifying Party pursuant to, under, relating to or on behalf of a Company Stockholder in connection with Section 7.1(a)(iany representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of all Losses otherwise payable in connection with such breach of the Parent Indemnified Parties that may be claimed thereunder exceeds an amount equal to $145,000 300,000 (the “Threshold”), after which and once such Threshold has been reached, the Seller Indemnifying Party Parties shall be liable to the Parent Indemnified Parties for the full amount of all such Losses, subject to the other limitations contained herein. (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for the full amount of all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder).

Threshold. Subject (i) Notwithstanding the provisions of Sections 10.2(a)(i) and 10.2(e), no claim for indemnification or contribution hereunder shall be made against any of the Stockholders hereunder with respect to the other limitations set forth in this Agreementbreach of any representation or warranty or of the Video 7.1 Obligation, including this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until the aggregate amount of all such Losses otherwise payable of IPL, its successors and assigns against any of the Stockholders which give rise to an indemnity obligation under Section 10.2(a)(i) with respect to the breach of any representation or warranty or of the Video 7.1 Obligation exceeds the Video Threshold Amount in connection with such breach exceeds an amount equal to $145,000 (which event the “Threshold”), after which the Indemnifying Party Stockholders shall be liable required to indemnify IPL, its successors and assigns only for all Losses and not just those Losses that are with respect to the breach of any representation or warranty or of the Video 7.1 Obligation in excess of the Threshold; providedVideo Threshold Amount, that subject to the foregoing limitation shall not apply in respect provisions of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(iSections 10.2(a)(i), other than (iii) and (iv) and the limitation contained in Section 10.2(c). The "Video Threshold Amount" is $350,000. (ii) Notwithstanding the provisions of Sections 10.2(a)(ii) and 10.2(e), no claim for indemnification or contribution shall be made against IPL hereunder with respect to the Fundamental Representations, no amount shall by payable by breach of any Indemnifying Party representation or warranty or of the IPL 7.1 Obligation unless and until the aggregate of such amountsLosses of the Stockholders, in their heirs, personal representatives and assigns against IPL which give rise to an indemnity obligation under Section 10.2(a)(ii) with respect to the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability breach of any Indemnifying Party representation or warranty or of the IPL 7.1 Obligation exceed the IPL Threshold Amount in which may event IPL shall be recovered from required to indemnify the Indemnifying Party pursuant toStockholders, undertheir heirs, relating personal representatives and assigns only for those Losses with respect to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect breach of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of representation or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount warranty or of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts IPL 7.1 Obligation in excess of the portion IPL Threshold Amount, subject to the provisions of Sections 10.2(a)(ii), (iii) and (v) and the Merger Consideration actually received bylimitation contained in Section 10.2(c), or any such payment to be made in proportion to the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)Stockholder Percentages. The "IPL Threshold Amount" is $350,000.

Threshold. Subject to the other limitations set forth in this Agreement, including this Section 7.2, no amount shall be payable by any No Indemnifying Party pursuant to, under, relating will be required to or in connection with Section 7.1(a)(i) unless and indemnify an Indemnified Party hereunder until such time as the aggregate amount of all Losses determined or reasonably expected Damages for which the Buyer Indemnified Parties, on the one hand, or the Stockholder Indemnified Parties, on the other hand, are otherwise payable in connection with such breach entitled to indemnification pursuant to this Agreement exceeds an amount equal to three million three hundred seventy five thousand dollars ($145,000 3,375,000) (the “Basket Threshold”), after at which time the Indemnifying Party shall be liable obligated to indemnify the Indemnified Party for all Losses the full amount of such Damages (including the amounts below the Basket Threshold). No Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder for any Damages arising out of any particular related set of facts and circumstances and such Damages shall not just those Losses that are in excess be indemnifiable or counted toward satisfaction of the Basket Threshold unless they exceed fifty thousand dollars ($50,000) in the aggregate (the “Mini-Basket Threshold; provided”), that at which time the foregoing limitation Indemnifying Party shall be obligated to indemnify the Indemnified Party for the full amount of such Damages (including the amounts below the Mini-Basket Threshold), but subject to the Basket Threshold and the other limitations contained in this Article XI. Notwithstanding anything to the contrary in this Section 11.5, the threshold limits imposed by this Section 11.5(a) shall not apply to any Damages arising out of or in respect connection with (and such Damages shall not be included in the calculation of any Losses relating to Basket Threshold or Mini-Basket Threshold) (yA) any breach of or inaccuracy in any Fundamental Representation, or Special Representations (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11Sections 3.4(a), in which case the maximum liability of 3.11 and 3.18) (B) any Indemnifying Party under this clause Special Claims (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of other than the representations and warranties set forth in Section 2.11Sections 3.4(a). In no event will , 3.11 and 3.18), (C) any OC Holder be liable to the GTY Indemnitees for any amounts in excess Willful Breaches of the portion of the Merger Consideration actually received bythis Agreement, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)D) fraud.

Threshold. Subject to the other limitations exceptions set forth below in this Section 9.6(a), no Section 9 Indemnifying Party shall be required to indemnify a Section 9 Indemnified Party hereunder for any claim for indemnification under this Section 9, except in the case of intentional or willful breach of this Agreement, including this Section 7.2fraud or similar circumstances, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until the aggregate amount of all Losses otherwise payable Damages in connection with all claims for indemnification under this Section 9 by such breach Section 9 Indemnified Party and all other Section 9 Indemnified Parties (including, without limitation, prior claims for indemnification regardless of whether or not they are still pending) exceeds an amount equal to $145,000 (the “Threshold”)50,000, after which the Indemnifying whereupon such Section 9 Indemnified Party shall be liable entitled to be paid the full amount of all Damages in connection with all claims for all Losses and not just those Losses that are indemnification under this Section 9 by such Section 9 Indemnified Party irrespective of such $50,000 threshold, subject to the limitations on the maximum amount of recovery set forth in excess this Article 9. The provisions of the Threshold; provided, this Section 9.6(a) requiring that the foregoing limitation aggregate amount of Damages in connection with all claims for indemnification under this Section 9 by any Section 9 Indemnified Party exceed $50,000 before such Section 9 Indemnified Party is entitled to be indemnified for any such Damages under this Section 9 shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim for indemnification made by (1) any GTY Parent Indemnified Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (cA) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), clause (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any of Section 9.3 hereof or (B) clause (i) of Section 9.3 hereof with respect to a breach of or inaccuracy in any by the Company of the representations and warranties set forth in Sections 4.4, 4.7, 4.13, 4.15 or 4.25 hereof, or (2) by the Holders Representative Committee or any of them pursuant to Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating 9.2 with respect to a breach of or inaccuracy by Parent of the representations representation and warranties warranty set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)5.8 hereof.

Threshold. Subject Sellers shall not have any liability or obligation to the other limitations set forth in this Agreement, including this Buyer Indemnified Parties under Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i8.2(a)(i) unless and until the amount of Losses, in the aggregate, accrued pursuant to Section 8.2(a)(i) is equal to or greater than $2,000,000 (the “Indemnity Threshold”); provided, however that with respect to any individual item under Section 8.2(a)(i) without aggregation with any other related or similar item where the Loss relating to such item or series of related items (excluding attorneys’ fees) is less than $10,000, such amounts shall not be taken into account for the purposes of determining the Indemnity Threshold. For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants, and calculating Losses under this Article 8, any materiality or Material Adverse Effect qualifications in the representations and warranties shall be disregarded. Once the aggregate amount of all Losses otherwise payable in connection with such breach exceeds an amount accrued pursuant to Section 8.2(a)(i) equal to $145,000 (or exceed the “Indemnity Threshold”), after which the Indemnifying Party Sellers shall be liable for all Losses and not just only those Losses that are in excess of the Indemnity Threshold; provided, that subject to the foregoing limitation terms and conditions of this Agreement and up to the limitations of Section 8.2(e)(ii). Notwithstanding the foregoing, the Indemnity Threshold shall not apply in respect of to any Losses relating to (y) any arising out of a breach of an Excluded Representation. Sellers shall not have any liability or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect obligation to the Fundamental Representations, no amount shall by payable by any Indemnifying Party Buyer Indemnified Parties for the Tax matters addressed as Covered Matters in Schedule 8.2(a) unless and until such amountsthe amount of Losses, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating pertaining to such Covered Matters is equal to or in connection with Section 7.1(a)(i); provided, that greater than $100,000. Once the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total aggregate amount of the Merger Consideration)all Losses pertaining to such Tax matters equals or exceeds $100,000, (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) Sellers shall be $4,350,000 (which limitation shall not be reduced by any liable for only those Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of $100,000, subject to the portion terms and conditions of this Agreement and up to the Merger Consideration actually received by, or in the case limitations of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC HolderSection 8.2(e)(ii).

Threshold. Subject (i) The Sellers shall not be required to the other limitations set forth in this Agreement, including this Section 7.2, no amount shall be payable by indemnify any Indemnifying Purchaser Indemnified Party pursuant to, and shall not have any liability under, relating to or in connection with Section 7.1(a)(i9.02(a)(i) unless and until the aggregate amount of all Losses otherwise payable in connection with such breach Damages for which the Sellers would, but for this Section 9.04(a)(i), be liable under Section 9.02 exceeds on a cumulative basis an amount equal to $145,000 100,000 (the “Threshold”), after in which case, the Indemnifying Party Sellers shall be become liable for all Losses and not just those Losses that are in excess of such Damages (i.e., if such cumulative Damages exceed the Threshold, this Section 9.04(a)(i) shall be without effect in respect thereof); provided, however, that the foregoing limitation Threshold shall not apply in respect to any Damages related to any inaccuracy or breach of any Losses relating to (y) any breach of or inaccuracy in any Seller Fundamental Representation, or of Section 3.14 (z) Tax Matters), Section 3.19 (Employee Benefits), or Section 3.15 (Intellectual Property), or any claim based on fraud, gross negligence, willful misconduct, intentional misrepresentation or fraudulent breaches knowing and intentional breach of any representations of the provisions of this Agreement or warranties. With respect any other Transaction Document. (ii) Purchaser shall not be required to indemnify any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Seller Indemnified Party pursuant to, and shall not have any liability under, relating Section 9.03(a) until the aggregate amount of all Damages for which Purchaser would, but for this Section 9.04(a)(ii), be liable under Section 9.03 exceeds on a cumulative basis an amount equal to or the Threshold, in connection with which case, Purchaser shall become liable for all of such Damages (i.e., if such cumulative Damages exceed the Threshold, this Section 7.1(a)(i9.04(a)(ii) shall be without effect in respect thereof); provided, however, that the foregoing limitation Threshold shall not apply in respect to any Damages related to any inaccuracy or breach of any Losses (Purchaser Fundamental Representation or any claim based on fraud, gross negligence, willful misconduct, intentional misrepresentation or knowing and such Losses shall not reduce the foregoing limitation) relating to (i) any intentional breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability provisions of this Agreement or any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)other Transaction Document.

Threshold. Subject The Participating Rights Holders and the Founders will not be required to indemnify any Holdco Indemnitee pursuant to Section 11.2(a): (i) unless any claim or series of related claims involves Damages in excess of $25,000 (the other limitations set forth in this Agreement“Mini-Basket”) and if such Damages do not exceed the Mini-Basket, including such Damages shall not be applied to or considered for the Threshold or otherwise for the purposes of aggregating the amount of Damages under this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i11.5(a); and (ii) unless and until such time as the aggregate amount of all Losses Damages under Section 11.2(a), actually paid or incurred, for which the Holdco Indemnitees are otherwise payable in connection with such breach entitled to indemnification pursuant to this Agreement exceeds an amount equal to $145,000 2,500,000 (the “Threshold”), after at which time the Indemnifying Party Participating Rights Holders and the Founders shall only be liable obligated to indemnify the Holdco Indemnitees for all Losses and not just those Losses that are any Damages under Section 11.2(a) in excess of the Threshold; provided. Notwithstanding anything to the contrary in this Section 11.5, that the foregoing limitation threshold limits imposed by this Section 11.5(a) shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability Damages arising out of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (iA) any breach by Valor of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration)Special Representations, (iiB) any intentional or fraudulent breaches Special Claims, and (C) fraud. In addition, any Damages described in the foregoing sentence shall not count towards the Threshold for purposes of any representations or warranties or (iii) any breach of or inaccuracy determining whether the threshold limits have been exceeded. Notwithstanding anything to the contrary in any of the representations and warranties set forth in Section 2.11this Agreement, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will shall the Participating Rights Holders or the Founders be required to indemnify any OC Holder be liable Holdco Indemnitee under Section 11.2(a) for the inability to utilize any Valor Tax Attribute in a Tax period (or portion thereof) after the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)Closing Date.

Threshold. Subject Notwithstanding any other provision in this Agreement to the other limitations set forth in this Agreement, including this Section 7.2contrary, no amount shall indemnification claims may be payable asserted by any Indemnifying Party party pursuant to, under, relating to Section 10.1(a) or in connection with Section 7.1(a)(i10.2(a) unless and of this Agreement until the aggregate amount of all Losses otherwise payable such indemnification claims of the Methode Indemnified Parties, on one hand, or Gemtron Indemnified Parties on the other hand, exceeds Five Hundred Thousand Dollars ($500,000) in connection with such breach exceeds an amount equal to $145,000 the aggregate (the “ThresholdAggregate Threshold Amount”), after at which time the Indemnifying Party party seeking indemnification shall be liable for entitled to assert all Losses and not just those Losses individual indemnification claims or groups of related claims that are exceed Twenty-Five Thousand Dollars ($25,000) (the “Individual Threshold Amount”) in excess of the ThresholdAggregate Threshold Amount; provided, provided that the foregoing limitation shall not apply in respect of any Losses Claims relating to indemnification claims based upon Sections 10.1(b) through (yd), Sections 10.2(b) any breach of or inaccuracy in any Fundamental Representationthrough (i), or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled Section 10.3 and Claims relating to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any claims based upon a breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Sections 4.3 (Stock Ownership) and 4.5 (Capitalization) of this Agreement shall be subject to the Individual Threshold Amount, but not be subject to the Aggregate Threshold Amount; provided further that (i) no indemnification claims may be asserted by Methode Indemnified Parties pursuant to Section 2.1110.1(h) until the aggregate amount of such Claims exceeds Fifty Thousand Dollars ($50,000) (the “Special Threshold Amount”) in the aggregate, in after which case Gemtron shall be liable for all such Claims regardless of the maximum liability Individual Threshold Amount or the Aggregate Threshold Amount, and (ii) the amount of any Indemnifying Party under this clause (iiiClaims asserted by Methode Indemnified Parties pursuant to Section 10.1(h) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable added to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case amount of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect Claims pursuant to fraud or intentional misrepresentation committed by such OC Holder)Section 10.2(a) for purposes of satisfying the Aggregate Threshold Amount.

Threshold. (a) Subject to the other limitations Section 9.3(b), Foudy shall not be required to make any indemnification payment pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) for any Breach as set forth in this Agreement, including this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and such Sections until such time as the aggregate total amount of all Losses otherwise payable in connection with Damages (including the Damages arising from such breach exceeds an amount equal to $145,000 (the “Threshold”), after which the Indemnifying Party shall be liable for Breach and all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of other Damages arising from any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches other Breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable ) that have been directly or indirectly suffered or incurred by any Indemnifying Party unless and until one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $50,000.00 in the aggregate (the "Basket"). At such amounts, time as the total amount of such Damages exceeds $50,000.00 in the aggregate, the Indemnitees shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000.00). Notwithstanding anything to contrary contained herein, in no event shall the indemnification obligations of Foudy exceed $25,000. TABLE OF CONTENTS​ the aggregate amount and value of the Closing Consideration, Escrow Fund, and Earnout Consideration received by all of the Selling Stockholders, including, without limitation, Foudy (cthe "Indemnity Limitation"). (b) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or The Basket limitation set forth in connection with Section 7.1(a)(i); provided, that the foregoing limitation 9.3(a) shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach Breach of any of the Specified Representations, or inaccuracy (ii) any Breach arising directly or indirectly from any circumstance of which the Company or any of the Selling Stockholders had Knowledge on or prior to the Closing Date, (iii) any Breach based on any acts or misconduct of the Company and one or more of the Selling Stockholders, with an intent to defraud or to make a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby or thereby ("Fraud Claims"), or (iv) any Fundamental Representation Specific Indemnity Liability. The Indemnity Limitation set forth in Section 9.3(a) shall not apply to any Fraud Claims. (c) The Purchaser shall not be required to make any indemnification payment pursuant to Section 9.6 for any Breach as set forth in which case liability will be capped at such Section until such time as the total amount of all Damages (including the Merger Consideration), (ii) Damaged arising from such Breach and all other Damages arising from any intentional or fraudulent breaches other Breaches of any representations or warranties warranties) that have been directly or (iii) indirectly suffered or incurred by the Selling Stockholder, or to which any breach of one or inaccuracy in any more of the representations and warranties set forth Selling Stockholders has or have otherwise become subject, exceeds $50,000.00 in Section 2.11the aggregate. At such time as the total amount of such Damages exceeds $50,000.00 in the aggregate, in which case the maximum liability of any Indemnifying Party under this clause (iii) Selling Stockholders shall be $4,350,000 entitled to be indemnified against the full amount of such Damages (which limitation shall and not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of merely the portion of such Damages exceeding $50,000.00). Notwithstanding anything to the Merger Consideration actually received bycontrary contained herein, or in no event shall the case indemnification obligations of any escrowed amounts hereunderthe Purchaser, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed each Selling Stockholder, exceed the aggregate amount and value of the Closing Consideration, Escrow Fund, Closing Shares and Earnout Consideration received by such OC HolderSelling Stockholder. (d) In the event that the Indemnitees are entitled to indemnification for Damages from the Selling Stockholders, Foudy shall satisfy any such claim for Damages with cash, until the aggregate cash portion of the Indemnity Limitation (consisting of the Upfront Consideration, the cash portion of the Escrow Fund, and any Cash Consideration (as defined in the Earnout Agreement)) has been reached. Upon satisfaction of the aggregate cash portion of the Indemnity Limitation, any remaining Damages incurred by the Purchaser shall be satisfied by Foudy's Closing Shares and/or Earnout Shares; provided, however, with respect to Foudy's indemnification obligations only, during the period in which the Closing Shares or the Earnout Shares are subject to any restrictions contained in the Lockup Agreement, the value of each Closing Share or Earnout Share shall be equal to the value of each Closing Share or Earnout Share as of the date of Foudy's receipt regardless of the actual value of each Closing Share or Earnout Share as of the date of the claim.

Threshold. Subject Other than for any Excluded Claim, Sellers shall not be liable, pursuant to the other limitations set forth in this AgreementSection 8.1, including this Section 7.2, no amount shall be payable for any Losses suffered by any Indemnifying Purchaser Indemnified Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until the aggregate amount of all Losses otherwise payable in connection with such breach exceeds suffered by the Purchaser Indemnified Parties exceeds, on a cumulative basis, an amount equal to $145,000 [REDACTED] of the Purchase Price (the “Indemnity Threshold”), after which and then Sellers shall only be liable to the extent of any such excess. Other than for any Excluded Claim, Purchaser shall not be liable, pursuant to Section 8.2, for any Losses suffered by the Seller Indemnified Parties unless the aggregate of all Losses suffered by the Seller Indemnified Parties exceeds, on a cumulative basis, the Indemnity Threshold, and then Purchaser shall only be liable to the extent of any such excess. Notwithstanding any other provision of this Agreement to the contrary, other than for any Excluded Claim, no Indemnifying Party shall be liable for all required to indemnify, defend or hold harmless any Indemnified Party pursuant to this Article VIII against, or reimburse any Indemnified Party for, any Losses and not just those with respect to any individual claims unless such claim involves Losses that are in excess of [REDACTED] (nor shall such item be applied to or considered for purposes of calculating the Indemnity Threshold; provided). For the purposes of this Agreement, that the foregoing limitation shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation“Excluded Claims” means, or (z) any intentional or fraudulent breaches of any representations or warranties. With with respect to any claim any GTY Party may be entitled to Purchaser Indemnified Party, claims for (i) Tax Indemnification, (ii) indemnification pursuant to Section 7.1(a)(i), 8.1(a)(i) in connection with the Retained Liabilities other than [REDACTED] (iii) indemnification pursuant to Section 8.1(a)(iii) in connection with breaches of Sellers’ Fundamental Representations, (iv) indemnification pursuant to Section 8.1(a)(v) in connection with [REDACTED] (v) indemnification pursuant to Section 8.1(a)(ii) and (vi) fraud or willful and intentional breach, and with respect to the Fundamental Representationsany Seller Indemnified Party, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ claims for (ci) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party indemnification pursuant to, under, relating to or Section 8.2(a)(i) in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration)Assumed Liability, (ii) any intentional or fraudulent indemnification pursuant to Section 8.2(a)(iii) in connection with breaches of any representations or warranties or Purchaser’s Fundamental Representations, (iii) any breach of indemnification pursuant to Section 8.2(a)(ii) or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iiiiv) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or willful and intentional misrepresentation committed by such OC Holderbreach (each, an “Excluded Claim”).

Threshold. Subject (i) The Company Member shall not be required to the other limitations set forth in this Agreement, including this Section 7.2, no amount shall be payable by indemnify any Indemnifying Party Parent Indemnified Person pursuant to, and shall not have any liability under, relating to or in connection with Section 7.1(a)(i7.02(a)(v) unless and until the aggregate amount of all Losses otherwise payable in connection with such breach Damages for which the Company Member would, but for this Section 7.03(a)(i), be liable under Section 7.02(a)(v) exceeds on a cumulative basis an amount equal to $145,000 75,000 (the “Threshold”), after in which case, the Indemnifying Party Company Member shall be become liable for all Losses and not just those Losses that are in excess of such Damages (i.e., if such cumulative Damages exceed the Threshold, this Section 7.03(a)(i) shall be without effect in respect thereof); provided, however, that the foregoing limitation Threshold shall not apply in respect to any Damages related to any inaccuracy or breach of any Losses relating to (y) any breach of or inaccuracy in any Company Member Fundamental Representation, or of Section 3.08 (zTaxes), Section 3.16 (Employee Benefit Plans) any intentional or fraudulent breaches of any representations Section 3.17 (Environmental Matters), or warranties. With respect to any claim based on fraud or intentional misrepresentation or intentional breach. (ii) Parent and Merger Sub shall not be required to indemnify any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party Company Member Indemnified Person pursuant to, underand shall not have any liability under Section 7.02(f), relating until the aggregate amount of all Damages for which Parent and Merger Sub would, but for this Section 7.03(a)(ii), be liable under Section 7.02(f) exceeds on a cumulative basis an amount equal to or the Threshold, in connection with which case, Parent and Merger Sub shall become liable for all of such Damages (i.e., if such cumulative Damages exceed the Threshold, this Section 7.1(a)(i7.03(a)(ii) shall be without effect in respect thereof); provided, however, that the foregoing limitation Threshold shall not apply in respect of to any Losses (and such Losses shall not reduce the foregoing limitation) relating Damages related to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to claim based on fraud or intentional misrepresentation committed by such OC Holder)or intentional breach.

Threshold. Subject (a) Except as set forth in the last sentence of this Section 9.4(a) with respect to Buyer Non-Threshold Claims, neither Seller and Parent shall be liable for indemnification claims, individually or in the aggregate, hereunder unless and until the amount of Losses incurred, sustained or suffered by any Buyer Indemnified Party for which they are entitled to indemnification hereunder (but for the operation of this proviso), exceed Three Hundred Thousand Dollars ($300,000, the "Threshold Amount") and then, Buyer Indemnified Parties shall only be entitled to indemnification hereunder to the extent such Losses with respect to which indemnification is sought pursuant to this Article IX exceed the Threshold Amount. Notwithstanding the foregoing, Losses incurred, sustained or suffered by any Buyer Indemnified Party arising out of, resulting from or relating or incident to any (i) any Excluded Liability, (ii) any Liability imposed upon any Buyer Indemnified Party by reason of Buyer's or Dayton's alleged status as transferee or successor of the Subject Business or the Subject Assets, (iii) any inaccuracy, misrepresentation or breach of any representation or warranty under Sections 5.1.1 (Ownership of Stock; Authorization of Parent), 5.1.2 (Organization of Seller; Authorization) (other limitations than the third and fourth sentences thereof, which representations will be subject to the Threshold Amount set forth in the first sentence of this Section 9.4(a)), Section 5.1.5 (Title to and Condition of Subject Assets) (other than the first, second and fourth sentences thereof, which representations will be subject to the Threshold Amount set forth in the first sentence of this Section 9.4(a)), Section 5.1.9 (Taxes), Section 5.1.13 (Employee Benefit Plans), Section 5.1.14 (Compliance with Environmental Laws), Section 5.1.22 (Liabilities) or Section 5.1.23 (No Other Agreements to Sell the Assets) or (iv) any breach, non-fulfillment or non-performance of Section 8.5 hereof or the Transition Agreement (clauses (i) through (iv), the "Buyer Non-Threshold Claims") shall be due and payable immediately subject to and in accordance with the terms hereof without the necessity of meeting or exceeding the Threshold Amount set forth in this AgreementSection 9.4(a) (all other Buyer Claims for which Buyer or Dayton is entitled to indemnification under Section 9.2, including "Buyer Threshold Claims"). (b) Except as set forth in the last sentence of this Section 7.29.4(b) with respect to Seller Non-Threshold Claims, no amount neither Buyer nor Dayton shall be payable by any Indemnifying Party pursuant toliable for indemnification claims, under, relating to individually or in connection with Section 7.1(a)(i) the aggregate, hereunder unless and until the aggregate amount of all Losses otherwise payable incurred, sustained or suffered by any Seller Indemnified Party for which they are entitled to indemnification, individually or in connection with such breach exceeds an amount equal to $145,000 the aggregate, hereunder (but for the “Threshold”operation of this proviso), after which exceed the Indemnifying Party Threshold Amount and then, Seller Indemnified Parties shall be liable for all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may only be entitled to indemnification pursuant hereunder to Section 7.1(a)(i), other than the extent such Losses with respect to which indemnification is sought pursuant to this Article IX exceed the Fundamental RepresentationsThreshold Amount. Notwithstanding the foregoing, no amount shall by payable Losses incurred, sustained or suffered by any Indemnifying Seller Indemnified Party unless and until such amountsarising out of, in the aggregateresulting from or relating or incident to any breach, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to non-fulfillment or in connection non-performance with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach Assumed Liability, subject to the terms of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration)Section 2.3, (ii) any intentional or fraudulent breaches of any representations or warranties under the Promissory Note, or (iii) any inaccuracy, misrepresentation or breach of any representation or inaccuracy warranty under Section 7.1.1 (Organization) or Section 7.1.2 (Authorization) (clauses (i) through (iii), the "Seller Non-Threshold Claims") shall be due and payable immediately subject to and in any accordance with the terms hereof without the necessity of meeting or exceeding the representations and warranties Threshold Amount set forth in the first sentence of this Section 2.119.4(b) (all other Seller Claims for which Seller or Parent is entitled to indemnification under Section 9.3, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder"Seller Threshold Claims").

Threshold. Subject Anything to the other limitations set forth contrary contained herein notwithstanding, (i) the Company Stockholders shall not be obligated to indemnify the Indemnified Parties with respect to any claim for indemnification resulting from or arising out of matters described in this Agreement, including this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) 8.2 unless and until the aggregate amount of all Losses otherwise payable in connection with such breach claims exceeds an amount equal to $145,000 1,750,000 (the “Primary Threshold”) (provided, that such threshold for any claim for indemnification resulting from or arising out of matters described in the Second Special Indemnity Sections (other than the Clause (xii) Special Indemnity Matter) shall be $250,000 (the “Secondary Threshold”)), in which event the Indemnified Parties shall be entitled to recover the full amount of Damages (including any amounts of Damages within the Primary Threshold or Secondary Threshold, as applicable) resulting from or arising out of such matters in accordance with this Section 8, and (ii) no individual claim for indemnification resulting from or arising out of matters described in Section 8.2 shall be counted towards the Primary Threshold or the Secondary Threshold unless and until the aggregate amount of such claim exceeds $5,000 (the “Per Claim Threshold”), after in which event the Indemnifying Party full amount of Damages with respect to such claim shall be liable for all Losses count towards the Primary Threshold or the Secondary Threshold, as applicable. Notwithstanding anything to the contrary in this Section 8.6(c), the Primary Threshold, Secondary Threshold and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation Per Claim Threshold limits imposed by this Section 8.6(c) shall not apply in to any Damages (i) indemnifiable under Section 8.2(a)(i) solely with respect to any Fundamental Representation or Second Level Representation, (ii) indemnifiable under Section 8.2(a)(iv) solely with respect to claims brought by or on behalf of any Losses relating to (yindividual listed in Section 2.2(a) any breach of the Disclosure Schedule under the heading “Promised but Ungranted Options”, Section 8.2(a)(viii), Section 8.2(a)(ix)(a) or inaccuracy in any Fundamental Representationthe First Special Indemnity Section, or (ziii) any intentional or fraudulent breaches arising out of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)Fraud.

Threshold. (a) Subject to Section 9.4(b), the other limitations Company shall not be required to make any indemnification payment pursuant to Sections 9.2(a)(i), 9.2(a)(ii) or 9.2(a)(iii) for any Breach as set forth in this Agreement, including this such Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until such time as the aggregate total amount of all Losses otherwise payable in connection with Damages (including the Damages arising from such breach exceeds an amount equal to $145,000 (the “Threshold”), after which the Indemnifying Party shall be liable for Breach and all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of other Damages arising from any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches other Breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable ) that have been directly or indirectly suffered or incurred by any Indemnifying Party unless and until one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate. At such amounts, time as the total amount of such Damages exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate, exceed the Indemnitees shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding Fifty Thousand Dollars ($25,00050,000.00). (b) The Parent or Surviving Corporation shall not be required to make any indemnification payment pursuant to Section 9.3 for any Breach as set forth in such Section until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Company Indemnitees, or to which any one or more of the Company Indemnitees has or have otherwise become subject, exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate. TABLE OF CONTENTS​ At such time as the total amount of such Damages exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate, the Indemnitees shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding Fifty Thousand Dollars ($50,000.00). The limitations on the Parent’s indemnification obligations that are set forth in this Section 9 shall not apply to any Breach relating to the payment of the Purchase Price by Parent. (c) Liability Cap. $2,900,000 shall serve as The limitations on the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or Company’s indemnification obligations that are set forth in connection with this Section 7.1(a)(i); provided, that the foregoing limitation 9.4(a) shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach Breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration)Specified Representations, or (ii) any intentional Breach arising directly or fraudulent breaches indirectly from any circumstance of any representations which the Company had Knowledge on or warranties prior to the Closing Date or (iii) any breach of or inaccuracy in any Specific Indemnity Liability. None of the representations and warranties limitations on the Company’s indemnification obligations that are set forth in this Section 2.119 shall apply to, or in any manner limit the rights and remedies of the Parent and the Surviving Corporation with respect to, any Breach based on any fraudulent (excluding any claims of so –called “negligent fraud”) or any criminal act or conduct of a material nature of the Company or any Stockholder (the “Fraud Claims”). (d) Notwithstanding anything to the contrary, in the event of any Damages for which case any Indemnitee would be entitled to indemnification, no Indemnitee shall be entitled to indemnification under Section 9.2 to the extent that such Damages are specifically included in the Final Closing Date Balance Sheet. For example, if on February 28, 2010, an Indemnitee incurs $75,000 in Damages arising from a matter for which such Indemnitee would be entitled to indemnity under this Section 9.2 and such $75,000, or portion thereof, was expensed or booked as a Liability on the Final Closing Date Balance Sheet, thereby reducing the Closing Date Net Working Capital of the Company for purposes of determining the adjustment pursuant to Section 1.6(f) hereof, then such Indemnitee would not be entitled to indemnification under this Agreement for such $75,000, or applicable portion thereof, in Damages. Subject to any Fraud Claims, the Stockholders shall not be liable in any manner under this Agreement, and the Indemnitees shall look solely to an offset against the Escrow Funds in accordance with Section 9.2 hereof. (e) Subject to any Fraud Claims, the maximum liability of any Indemnifying Party under to the Indemnitees, pursuant to this clause (iii) Agreement, shall be $4,350,000 (which limitation shall not be reduced by limited to the remaining funds, if any, contained in the Escrow Funds or the Microsoft Escrow Funds, as applicable. Subject to any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth Fraud Claims, in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder).shall any

Threshold. Subject Once the aggregate amount of Losses exceeds the Threshold, persons entitled to recovery shall be entitled to recover the full amount of all Losses, including any amounts which constituted the Threshold. No person shall be entitled to indemnification under this Article 5 for Losses directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other limitations agreement set forth in this Agreement, including Agreement or any duty to the potential Indemnitor. (b) The maximum aggregate liability of the Members to Buyer for all claims arising under this Section 7.2, no amount Agreement and the other Transaction Documents shall be payable by any Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i) unless and until equal the aggregate amount of all Losses otherwise payable in connection with such breach exceeds an amount equal to $145,000 (the “Threshold”)Purchase Price, after which the Indemnifying Party shall be liable for all Losses and not just those Losses that are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of any Losses relating to (y) except claims arising from any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties contained in Sections 2.2 (Ownership of Seller Interests), 2.4 (Title to Assets), 2.11 (Employee Plans), 2.21 (Taxes), 2.22 (Indebtedness) and 2.23 (Environmental Matters) shall not be subject to the limits set forth in this Section 2.115.6(b). For purposes of this Section 5.6(b), the value of Shares received shall be (i) prior to the IPO, the per share Agreed Price (as defined in the Stockholder Agreement) then prevailing; and (ii) after the IPO, the per share closing price on the primary exchange or market on which case the Common Stock is traded on the date such indemnifiable Losses become payable, except that the value of any Shares sold in bona fide third party transactions will be the gross proceeds to the Members of such sale. The maximum aggregate liability of any Indemnifying Party Buyer to the Members for all claims arising under this clause (iii) Agreement and the other Transaction Documents shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy equal the portions, if any, of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, aggregate Purchase Price not paid or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder)delivered.