Threshold. No Stockholder Indemnitee shall be entitled to indemnification pursuant to Section 6.2(a) for any inaccuracy in or breach of any of Parent’s or Merger Sub’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds the Threshold in the aggregate, and once the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Threshold. No Stockholder Indemnitee shall be entitled to indemnification pursuant to Section 6.2(a6.3(a) for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Sub’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds the Threshold in the aggregate, and once the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b) shall not apply with respect to a claim for breach of the Foreign Parent Excepted Warranties.
Appears in 2 contracts
Samples: Merger Agreement (Bluephoenix Solutions LTD), Merger Agreement (Bluephoenix Solutions LTD)
Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section Sections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Two Hundred Fifty Thousand Dollars ($250,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section Sections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Fifty Thousand Dollars ($50,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.2(c) shall not apply with respect to a claim for breach of the Company Excepted Warranties or for claims pursuant to Section 6.2(a)(iii).
Appears in 1 contract
Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section Sections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Fifty Thousand Dollars ($50,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.2(c) shall not apply with respect to a claim for breach of the Company Excepted Warranties.
Appears in 1 contract
Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section 6.2(a9.2(a) for any inaccuracy in or breach of any of Parent’s or Merger Sub’s the Company's representations and warranties set forth in this Agreement (after giving effect to or the Parent Disclosure Schedules) Company Compliance Certificate until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold $1,000,000 in the aggregate, and once provided that if the total amount of such Damages exceeds the Threshold$1,000,000, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be held harmless, indemnified against and compensated, reimbursed and paid for only those all such Damages that exceed the Thresholdsuffered or incurred.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)