Common use of Basket Amount Clause in Contracts

Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) of this Section 7.4(b), an Indemnified Party may not recover any Losses under Section 7.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 7.2(a) hereof in excess of $300,000 in the aggregate (the “Basket Amount”) has or have been delivered to the Escrow Agent or the Shareholder Representative as provided in Section 7.4(e)(iii) hereof, in which case Parent shall be entitled to recover all Losses so identified. (ii) Parent 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 all Losses (a) incurred pursuant to any intentional breach of a representation or warranty of the Company contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement (provided that, in the event of such breach, for purposes of determining the amount of any Loss no effect will be given to any qualification as to “materiality,” a “Company Material Adverse Effect” or “Knowledge” contained therein), (b) incurred pursuant to clauses (ii) through (xi) of Section 7.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Shareholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof.

Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) of this Section 7.4(b8.4(c), an Indemnified Party may not recover any Losses under Section 7.2(a8.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 7.2(a8.2(a)(i) hereof in excess of $300,000 100,000 in the aggregate (the “Basket Amount”) has or have been delivered to the Escrow Agent or and the Shareholder Representative as provided in Section 7.4(e)(iii8.4(f) hereof, in which case Parent shall be entitled to recover all Losses so identified. (ii) Parent 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 all Losses (a) incurred pursuant to any intentional breach of a representation or warranty of the Company contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement (provided that, in the event of such breach, for purposes of determining the amount of any Loss no effect will be given to any qualification as to “materiality,” a “Company Material Adverse Effect” or “Knowledge” contained therein), (b1) incurred pursuant to clauses (ii) through (xi) of Section 7.2(a8.2(a) hereof, and (c2) relating to that are Agreed-Upon Losses (as defined below). (iii) For the Specified Representationspurposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, (d2) resulting from specifying in reasonable detail the failure individual items of any Shareholder to pay Agent Interpleader Expenses Losses included in the amount so stated (and the method of computation of each such item of Loss, if applicable), the date each such item was paid, sustained, incurred, or Agent Indemnification Expenses pursuant to clauses properly accrued (vi) in accordance with GAAP), or the basis for such reasonably anticipated Loss(es); and (vii3) the basis for indemnification under Section 8.2(a) to which such item of Section 7.4(j) hereofLoss is related (including, if applicable, the specific nature of the misrepresentation, breach of warranty or covenant to which such item is related).

Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) of this Section 7.4(b), an Indemnified Party may not recover any Losses under Section 7.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 7.2(a) hereof in excess of $300,000 1,000,000 in the aggregate (the “Basket Amount”) has or have been delivered to the Escrow Agent or and the Shareholder Stockholder Representative as provided in Section 7.4(e)(iii7.4(f) hereof, in which case Parent shall be entitled to recover all Losses so identified. (ii) Parent 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 all Losses (a) incurred pursuant to any intentional fraud, gross negligence or willful misconduct resulting in a breach or inaccuracy of a representation or warranty of the Company contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement (provided that, in the event of such breach, solely for purposes of determining the amount of any Loss no effect will be given to any qualification as to “materiality,” a “Company Material Adverse Effect” or “Knowledge” contained therein), (b) incurred pursuant to clauses (ii) through (xiix) of Section 7.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Shareholder Stockholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof.

Basket Amount. (i) Notwithstanding any provision of this Agreement to the contrary, but subject to SECTION 7.5 hereof, except as set forth in clause (ii) the second sentence of this Section 7.4(bSECTION 7.3(b), an Indemnified Party Parent may not recover any Losses under Section 7.2(a) hereof SECTION 7.2 unless and until one or more Officer’s 's Certificates (as defined below) identifying such Losses under Section 7.2(a) hereof SECTION 7.2 in excess of $300,000 1,500,000 in the aggregate (the “Basket Amount”"BASKET AMOUNT") has or have been delivered to the Escrow Agent or and the Shareholder Stockholder Representative as provided in Section 7.4(e)(iiiSECTION 7.3(e) hereof, and such Losses are (x) agreed to by the Stockholder Representative, (y) not subject to an Objection Notice, validly delivered in accordance with the provisions of SECTION 7.3(f) hereof or (z) determined to be subject to indemnification pursuant to SECTION 7.3(g) hereof, in which case Parent shall be entitled to recover all Losses so identified. (ii) , including the Basket Amount. Notwithstanding the foregoing, Parent 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 all (A) Losses resulting from any Dissenting Share Payments, (aB) incurred pursuant Excess Third Party Expenses, (C) Losses relating to Stockholder claims relating to or arising out of this Agreement or the transactions contemplated hereby, and (D) Losses resulting from any intentional breach or inaccuracy of a any representation or warranty contained in SECTION 2.10 of this Agreement with respect to any sales, use, excise, transfer, or similar taxes ("SALES TAXES"), without regard to any information provided by the Company contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company pursuant to this Agreement (provided that, in the event of Disclosure Schedule regarding Sales Taxes; provided, however, that any Sales Taxes giving rise to such breach, for purposes of determining the amount of any Loss no effect will be given to any qualification as to “materiality,” Losses were initiated by a “Company Material Adverse Effect” or “Knowledge” contained therein), (b) incurred pursuant to clauses (ii) through (xi) of Section 7.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Shareholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof.tax