Dollar Thresholds Clause Samples

Dollar Thresholds. Any dollar or percentage thresholds set forth in this Agreement will not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.

Dollar Thresholds. (a) With respect to any Misrepresentation Claim relating to a representation or warranty that contains a materiality qualifier (whether by reference to "Material Adverse Effect" or otherwise), except for Misrepresentation Claims arising under Sections 5.5, 5.7(b), 5.8(f)(xi), 5.8(f)(xv), 5.12(b)(vi), 5.17(c) or 5.26(a) ("Qualified Misrepresentation --------- ----------------- Claims"), for purposes of determining whether any such breach exists for ------ purposes of this Article 13 such representations and warranties shall be deemed not to include or be qualified by any such materiality qualifier. Neither the Sellers nor the Buyer shall be liable to the other for any Misrepresentation Claim (other than a Qualified Misrepresentation Claim) if the total Losses with respect to such Misrepresentation Claim do not exceed $1,000,000, except with respect to any Misrepresentation Claim arising under Sections 5.4, the second sentence of Section 5.8(h), Section 5.9 or Section 5.14(a), for which the Sellers shall not be responsible if the total Losses with respect to such Misrepresentation Claim do not exceed $3,000,000 (collectively, "Minor Claims"). ----- ------ The parties acknowledge that these $1,000,000 and $3,000,000 thresholds have been designated only for those Misrepresentation Claims that are not Qualified Misrepresentation Claims. Qualified Misrepresentation Claims will not be subject to the $1,000,000 or $3,000,000 thresholds described above, but will be interpreted for purposes of determining whether a breach has occurred taking into account the materiality qualifiers set forth in the text of the applicable representation and warranty. For this purpose, the parties acknowledge that the $1,000,000/$3,000,000 thresholds do not represent any agreement between the parties as to what constitutes a "material" matter for purposes of this Agreement. (b) The Sellers shall not be liable to the Buyer for any Misrepresentation Claims unless and until the total Losses suffered by the Buyer and its Affiliates with respect to all Misrepresentation Claims exceeds $25,000,000, excluding Losses with respect to Minor Claims, and then only to the extent of such excess. The Buyer shall not be liable to the Sellers or their Affiliates for any Misrepresentation Claims unless and until the total Losses suffered by the Sellers and their Affiliates with respect to all Misrepresentation Claims exceeds $25,000,000, excluding Losses with respect to Minor Claims, and then only to th...

Dollar Thresholds. Any dollar amounts or threshold set forth herein shall not be used as a determinative benchmark for establishing what is or is not “material” or a “Material Adverse Effect” (or words of similar import) under this Agreement.

Dollar Thresholds. (a) Neither the Sellers nor the Buyer shall be liable to the other for any Representation Claim (i) if the total Losses with respect to such Representation Claim, including any Representation Claims arising out of the same event or series of related events, do not exceed $10,000 (a "Minor Claim") or (ii) except to the extent that the cumulative amount of Losses with respect to all Representation Claims asserted against the Buyer or the Sellers, as applicable, excluding Minor Claims, exceeds $500,000, and then only to the extent of such excess. Indemnification claims under Sections 13.1(ii) or 13.1(iii) or 13.1(iv) or 13.1(v) or 13.2(ii), 13.2(iii) or 13.2(iv) shall not be subject to any threshold or deductible amount. (b) The total amount payable by the Sellers under Section 13.1(i) with respect to all Representation Claims, other than Title Claims, ERISA Claims and Enviro Claims and Representation Claims that also fall within the scope of Section 13.1(iv), together with all claims under Section 13.1(v) ("Infringement Claims"), shall not exceed $18,000,000, the total amount payable with respect to Open Bid Claims shall not exceed $22,190,000 and the total amount payable under Section 13.1(ii) or Section 13.1(iii) shall not be subject to any cap on liability. The total amount payable by the Sellers with respect to Title Claims, ERISA Claims and Enviro Claims shall not exceed the Purchase Price (as finally adjusted pursuant to Section 3.2) less any amounts paid with respect to other Representation Claims and with respect to Infringement Claims. All Representation Claims that also fall within the scope of Section 13.1(iv) shall be treated as Open Bid Claims for purposes of this Article 13. The total amount payable by the Buyer under Section 13.2(i) with respect to all Representation Claims shall not exceed $18,000,000 and the total amount payable by the Buyer under Sections 13.2(ii), 13.2(iii) or Section 13.2(iv) shall not be subject to any cap on liability.

Dollar Thresholds