Tipping Basket. The Company will not be liable for Losses that otherwise are indemnifiable under Section 4.8(a)(i) until the total of all Losses under Section 4.8(a)(i) incurred by all Purchasers exceeds $250,000, at which point the full amount of all Losses shall be recoverable.
Tipping Basket. AKD, Parent, the AKD Members and the Denali Members (as a group) will have no obligation to indemnify any GCI Indemnitee from and against any Adverse Consequences under Section 10.1 or 10.2 until the GCI Indemnitees (as a group) have suffered Adverse Consequences in the aggregate amount of $100,000 or more arising from, or otherwise related to, directly or indirectly, any of the items set forth in Section 10.1 or 10.2. If and when the aggregate of such Adverse Consequences exceeds $100,000, the GCI Indemnitees shall be entitled to indemnification against all Adverse Consequences incurred under Section 10.1 or 10.2, including the initial $100,000 of Adverse Consequences.
Tipping Basket. No indemnification payments shall be payable pursuant to the indemnification obligations of Sellers pursuant to Section 7.2 or the indemnification obligations of Buyer pursuant to Section 7.3, respectively, unless the total aggregate indemnification obligations under either such Section, as applicable to the indemnifying party, exceeds $50,000 (the "Threshold Amount"). Once the Threshold Amount is satisfied against an indemnifying party, the indemnifying party shall pay to the indemnified party the Threshold Amount plus the amount of all indemnification obligations in excess of the Threshold Amount, subject to the provisions of Section 7.6(b) below.
Tipping Basket. The POM Founders shall not be liable in respect of any Claim unless the aggregate amount of all Claims exceeds one percent (1%) of the effectively paid portion of the Purchase Price, in which case the whole amount (and not only the excess) may be recovered.
Tipping Basket. 12.6.1 Sellers shall only be liable in respect of Guarantee Claims if the relevant Guarantee Claim alone or the aggregate of Guarantee Claims exceed EUR 6,000,000 ("Tipping Basket") (Freigrenze), in which case the full amount shall be payable, provided, however, that this Sec. 12.6.1 shall not apply with respect to Key Fundamental Guarantees and Fundamental Guarantees.
Tipping Basket. Seller shall not have any liability under Section 8.1(a)(i) and, to the extent it relates to Sections 8.1(a)(i), Section 8.1(a)(v) hereof, unless the aggregate amount of Damages incurred by the Indemnified Parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $310,000 (the “Indemnification Basket”) and, in such event, Seller shall be required to pay the entire amount of all such Damages; provided that the Indemnification Basket limitation shall not apply to Damages related to fraud, intentional misrepresentation, and the failure to be true and correct of the representations and warranties set forth in Section 3.2 (Corporate Authorization) and Sections 3.19(b) and (c) (Assets Other than Real Property Interests; Sufficiency).
Tipping Basket. Subject to Section 6.4(c), Sellers shall not be liable for any claim under Section 6.1(a), unless and until the accumulated aggregate Damages of Purchaser Indemnified Persons in connection with all such claims exceeds $[***Redacted – Commercially Sensitive Information***] (the “Basket Amount”), in which case the Sellers shall be liable to indemnify the Purchaser Indemnified Persons for the full amount of all such accumulated aggregate Damages, including the Basket Amount thereof.
Tipping Basket. Seller shall not be liable for any claim under Section 8.1(a)(i), 8.1(a)(iii) and 8.1(a)(v) unless and until the accumulated aggregate Damages of Purchaser Indemnified Persons thereto, when taken together with the Damages with respect to any related claims under Section 8.1(a)(i), 8.1(a)(iii) and 8.1(a)(v) exceeds $150,000 (the “Basket Amount”), in which case the Seller shall be liable for all such accumulated aggregate Damages, including the Basket Amount thereof. This Section 8.4(d) shall not apply in respect of any claim of Purchaser Indemnified Persons for Damages under Sections 8.1(a)(ii), 8.1(a)(iv), 8.1(a)(vi) and 8.1(a)(vii) and with respect to the Core Representations.
Tipping Basket. Subject to Section 9.3(b), the Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Agreement until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Indemnitees pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) exceeds $250,000 (the “Tipping Basket”) in the aggregate. If the total amount of such Damages suffered or incurred by any one or more of the Indemnitees pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) exceeds the Tipping Basket, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages (subject to the limitations contained in this Section 9.3 and Section 9.1), including the amount of the Tipping Basket.
Tipping Basket. Notwithstanding any provision of this Agreement to the contrary, a Buyer Indemnified Party may not recover any Losses under Section 8.2(a)(i) unless and until such Losses under Section 8.2(a)(i) exceed $150,000 in the aggregate (the “Basket Amount”), in which case Buyer shall be entitled to recover the aggregate amount of all Losses from the first dollar. Notwithstanding the foregoing, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses resulting from or arising out of (i) any breach or alleged breach of a Fundamental Representation, (ii) Section 8.2(a)(ii)-(viii) (collectively, the “Exempted Losses”), (iii) Section 8.2(a)(ix) (the “Specific Indemnity Losses”) and (iv) Fraud (the “Fraud Losses”).
