Common use of Deductible Amount Clause in Contracts

Deductible Amount. (i) Except as set forth in clause (ii) of this Section 8.4(b), an Indemnified Party may not recover any Losses under Section 8.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 8.2(a) hereof in excess of $100,000 in the aggregate (the “Deductible Amount”) has or have been delivered to the Escrow Agent or the Shareholder Representative as provided in Section 8.4(f) hereof, in which case Parent and each other Indemnified Party shall be entitled to recover the aggregate Losses in excess of the Deductible Amount (Losses under Section 8.2(a)(iv) shall have the threshold for indemnity as contemplated by the defined term “Material Violation”). For purposes of clarity, the Deductible Amount does not mean that each indemnifiable Loss must exceed the Deductible Amount but instead means that an Indemnified Party will not be indemnified for the first $100,000 of the aggregate Losses. (ii) Parent shall be entitled to recover for, and the Deductible 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 or the Principal Shareholders or any certificates or other instruments delivered by or on behalf of the Company or by the Principal Shareholders on behalf of any Security Holder or Affiliate thereof who is a party hereto 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 8.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Security Holder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 8.4(j) hereof.

Deductible Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary but subject to the limitations and other applicable provisions hereof, except as set forth in clause (ii) of this Section 8.4(b7.4(b), an Indemnified Party may not recover any Losses under Section 8.2(a7.2(a) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 8.2(a7.2(a) hereof in excess of $100,000 250,000 in the aggregate (the “Deductible Amount”) has or have been delivered to the Escrow Agent or the Shareholder Stockholder Representative as provided in Section 8.4(f7.4(e)(ii) hereof, in which case Parent and each other Indemnified Party shall be entitled to recover the aggregate Losses in excess of the Deductible Amount (Losses under Section 8.2(a)(iv) shall have the threshold for indemnity as contemplated by the defined term “Material Violation”)Amount. For purposes of clarity, the such Deductible Amount does not mean that each indemnifiable Loss must exceed the Deductible Amount but instead means that an Indemnified Party will not be indemnified for the first $100,000 250,000 of the aggregate Losses. (ii) Parent shall be entitled to recover for, and the Deductible 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 or the Principal Shareholders contained in this Agreement or any certificates or other instruments delivered by or on behalf of the Company or by the Principal Shareholders on behalf of any Security Holder or Affiliate thereof who is a party hereto 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) (except as set forth in Schedule 7.4(b)(ii) hereof) through (xivi) of Section 8.2(a7.2(a) hereof, (c) relating to the Specified Representations, or (d) resulting from the failure of any Security Holder Stockholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 8.4(j7.4(j) hereof.

Deductible Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, and except as set forth in clause (ii) the second sentence of this Section 8.4(b8.3(b), an Indemnified Party Parent may not recover any Losses under Section 8.2(a) hereof unless and until one or more Officer’s 's Certificates identifying such Losses under Section 8.2(a) hereof in excess of $100,000 325,000 in the aggregate (the “"Deductible Amount”") has or have been delivered to the Escrow Agent or and the Shareholder Representative as provided in Section 8.4(f8.3(e) hereof and such Losses are (i) agreed to by the Shareholder Representative, (ii) not subject to an Objection Notice, validly delivered in accordance with the provisions of Section 8.3(f) hereof or (iii) determined to be subject to indemnification pursuant to Section 8.3(g) hereof, in which case Parent and each other Indemnified Party shall be entitled to recover the aggregate all Losses so identified in excess of the Deductible Amount (Losses under Section 8.2(a)(iv) shall have Amount. Notwithstanding the threshold for indemnity as contemplated by the defined term “Material Violation”). For purposes of clarityforegoing, the Deductible Amount does not mean that each indemnifiable Loss must exceed the Deductible Amount but instead means that an Indemnified Party will not be indemnified for the first $100,000 of the aggregate Losses. (ii) Parent shall be entitled to recover for, and the Deductible Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (a) incurred pursuant to any intentional breach of a representation or warranty of the Company or the Principal Shareholders or any certificates or other instruments delivered by or on behalf of the Company or by the Principal Shareholders on behalf of any Security Holder or Affiliate thereof who is a party hereto 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 8.2(a) hereofb), (c) relating to the Specified Representations), or (d) of Section 8.2 hereof, (B) Losses resulting from any inaccuracy, breach or misrepresentation contained in the representations and warranties contained in Section 3.1(b) (Company Capital Structure), Section 3.4 (Authority), Section 3.10 (Tax Matters), Section 3.29 (Spreadsheet), or Article IV (Representations and Warranties of the Shareholders), (C) Losses resulting from the failure of any Security Holder Shareholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 8.4(j8.3(i) hereof or Independent Accounting Firm Expenses pursuant to Section 8.6(c) hereof, and (D) any amounts payable to Parent pursuant to the provisions of Section 8.6 below. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that Parent has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Deductible Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except in the case of fraud or intentional misrepresentation with respect to any representation, warranty or covenant and except as set forth in clause (ii) of this Section 8.4(b7.4(b)(ii), an Indemnified Party may not recover any Losses under Section 8.2(a7.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses under Section 8.2(a7.2(a)(i) hereof in excess of $100,000 750,000 in the aggregate (the “Deductible Amount”) has or have been delivered to the Escrow Agent or the Shareholder Stockholder Representative as provided in Section 8.4(f7.4(e) hereof, in which case Parent and each other Indemnified Party shall be entitled to recover the aggregate all Losses in excess of so identified without regard to the Deductible Amount (Losses under Section 8.2(a)(iv) shall have the threshold for indemnity as contemplated by the defined term “Material Violation”). For purposes of clarity, the Deductible Amount does not mean that each indemnifiable Loss must exceed the Deductible Amount but instead means that an Indemnified Party will not be indemnified for the first $100,000 of the aggregate LossesAmount. (ii) Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Deductible 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 or the Principal Shareholders or any certificates or other instruments delivered by or on behalf of the Company or by the Principal Shareholders on behalf of any Security Holder or Affiliate thereof who is a party hereto 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 8.2(a7.2(a) hereof, (c) relating to the Specified Representations, or (db) resulting from the failure any breach or inaccuracy of any Security Holder of the Special Representations and Warranties or the IP Representations and Warranties. (iii) For the purposes 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 Agent Interpleader Expenses pay, sustain, incur, or Agent Indemnification Expenses pursuant to clauses (vi) accrue Losses, and (vii2) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related, or, with respect to Losses determined in accordance with the terms of Section 8.4(j7.6(a) hereof, including a copy of the Adjusted Balance Sheet.

Deductible Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except as set forth in clause (ii) the second sentence of this Section 8.4(b), an a Parent Indemnified Party may not recover any Losses under Section 8.2(a8.2(a)(i) hereof unless and until one or more Officer’s Certificates identifying such Losses that Parent has actually incurred or sustained under Section 8.2(a8.2(a)(i) hereof in excess of $100,000 250,000 in the aggregate (the “Deductible Amount”) has or have been delivered to the Escrow Agent or the Shareholder Stockholder Representative as provided in Section 8.4(f8.4(g) hereof, in which case Parent and each other Indemnified Party shall be entitled to recover the aggregate all Losses so identified in excess of the Deductible Amount (Losses under Section 8.2(a)(iv) shall have the threshold for indemnity as contemplated by the defined term “Material Violation”). For purposes of clarity, the Deductible Amount does not mean that each indemnifiable Loss must exceed the Deductible Amount but instead means that an Indemnified Party will not be indemnified for the first $100,000 of the aggregate LossesAmount. (ii) Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Deductible Amount shall not apply as a threshold to, any and all claims or payments made with respect to all Losses (a) incurred pursuant to resulting from any intentional breach of a any representation or warranty set forth in Section 2.2 (Company Capital Structure) or in Section 2.12 (Tax Matters) hereof. (iii) For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of the Company Parent: (A) stating that a Parent Indemnified Party has incurred or the Principal Shareholders sustained, or any certificates reasonably anticipates that it will incur or other instruments delivered by or on behalf of the Company or by the Principal Shareholders on behalf of any Security Holder or Affiliate thereof who is a party hereto pursuant to this Agreement sustain Losses, (provided that, B) specifying in the event of such breach, for purposes of determining reasonable detail the amount of any such Losses which are subject to a valid indemnity claim hereunder (e.g., the amount of the 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 8.2(a) hereof, (c) relating to is greater than the Specified Representations, or (d) resulting from the failure of any Security Holder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (viDeductible Amount) and (viiC) specifying in reasonable detail the individual items of Section 8.4(j) hereofLosses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related.