Thresholds and Limitations. (1) Subject to Section 8.4(4), the obligation of the Vendor to indemnify the Purchaser, the Parent and the Purchaser Indemnitees pursuant to Section 8.2 and the Purchaser and Parent’s obligations to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 8.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is [Amount redacted]. Subject to Section 8.4(2), if the aggregate of all those Losses incurred by the Purchaser, the Parent and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser, the Parent and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.4(3), if the aggregate of all those Losses incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Appears in 1 contract
Samples: Share Purchase Agreement
Thresholds and Limitations. (1) Subject to Section 8.4(4), the obligation of the Vendor to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees pursuant to Section 8.2 and the Purchaser and Parent’s obligations Purchaser's obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 8.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is [Amount redacted]in excess of $200,000.00. Subject to Section 8.4(2), if the aggregate of all those Losses incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.4(3), if the aggregate of all those Losses incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Appears in 1 contract
Samples: Option Agreement
Thresholds and Limitations. (1) Subject to Section 8.4(48.6(5), the obligation of the Vendor Vendors and the Vendors’ Representative, as applicable, to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees pursuant to Section 8.2 Sections 8.2, 8.3 and 8.4 and the Purchaser and ParentPurchaser’s obligations obligation to indemnify the Vendor Vendors and the Vendor Indemnitees pursuant to Section 8.3 8.5 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor Vendors and the Vendor Indemnitees, on the other hand, as applicable, is [Amount redacted]in excess of $50,000. Subject to Section 8.4(28.6(2) and 8.6(3), if the aggregate of all those Losses incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor Vendors and the Vendors’ Representative, as applicable, shall be obliged to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.4(38.6(4), if the aggregate of all those Losses incurred by the Vendor Vendors and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor Vendors and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Appears in 1 contract
Samples: Share Purchase Agreement
Thresholds and Limitations. (1) Subject to Section 8.4(47.4(4), the obligation of the Vendor to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees pursuant to Section 8.2 7.2 and the Purchaser and Parent’s obligations Purchaser's obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 8.3 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is [Amount redacted]. in excess of $50,000 Subject to Section 8.4(27.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.4(37.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Appears in 1 contract
Samples: Asset Purchase Agreement
Thresholds and Limitations. (1) Subject to Section 8.4(47.4(4), the obligation of the Vendor to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees pursuant to Section 8.2 7.2 and the Purchaser and ParentPurchaser’s obligations obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 8.3 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is [Amount redacted]. in excess of $50,000 Subject to Section 8.4(27.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser, the Parent Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser, the Parent Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 8.4(37.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lexaria Bioscience Corp.)