Common use of Limitations on Indemnification for Breaches of Representations and Warranties Clause in Contracts

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 and 3.15 hereof, exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party shall be required to pay the entire amount of such Losses and Expenses.

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 and 3.15 hereof, exceeds $5,000 (the “"Basket”") and, in such event, the Indemnifying Party shall be required to pay the entire amount of such Losses and Expenses.

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 3.6 and 3.15 3.8 hereof, exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party shall be required to pay the entire amount of such Losses and Expenses.

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party indemnifying party shall not have any liability under Section 9.1(a)(ii9.1(a) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 and 3.15 or any breach hereof, exceeds $5,000 150,000 (the “Basket”) and, in such event, the Indemnifying Party indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $25,000 (the “Deductible”), up to a maximum of $1,000,000.

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party indemnifying party shall not have any liability under Section 9.1(a)(ii8.1(a)(ii) or Section 9.1(b8.1(b)(ii) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than without regard to any materiality qualifiers contained in the representations and warranties set forth in Sections 3.7, 3.10 and 3.15 hereofwarranties, exceeds $5,000 $ 25,000 (the “"Basket”") and, in such event, the Indemnifying indemnifying Party shall be required to pay the entire amount of all such Losses and Expensesincluding those used to compute the Basket.

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party indemnifying party shall not have any liability under Section 9.1(a)(ii8.1(a)(ii) or Section 9.1(b8.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.7 or 3.10 and 3.15 hereof, exceeds $5,000 15,000 (the “"Basket”") and, in such event, the Indemnifying Party indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $15,000 (the "Deductible").

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.7, 3.10 3.6 and 3.15 3.8 hereof, exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party shall be required to pay the entire amount of such Losses and Expenses.. Share Exchange Agreement 9.3

Limitations on Indemnification for Breaches of Representations and Warranties. An Indemnifying Party indemnifying party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to that arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.74.3, 3.10 4.11, 4.24 and 3.15 4.29 hereof, exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party indemnifying party shall be required to pay the entire amount of such Losses and ExpensesExpenses in excess of $5,000 (the “Deductible”).