Common use of Threshold Amount Clause in Contracts

Threshold Amount. (i) Except as set forth in the second sentence of this Section 7.4(a)(i), a Parent Indemnified Party may not recover any Losses under Section 7.2(a) unless and until the Parent Indemnified Parties have incurred indemnifiable Losses pursuant to Section 7.2(a) and this Section 7.4 in excess of Two Million Dollars ($2,000,000.00) in the aggregate (the “Threshold Amount”), in which case the Parent Indemnified Parties shall be entitled to recover the total amount of all Losses exceeding the Threshold Amount, subject to the terms and conditions of this Agreement. A Parent Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clauses (ii)-(vi) of Section 7.2(a), (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached. (ii) Except as set forth in the second sentence of this Section 7.4(a)(ii), a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one or more Securityholder’s Certificates identifying such Losses under Section 7.2(b) in excess of the Threshold Amount has or have been delivered to Parent and the Escrow Agent as provided in Section 7.4(c), in which case the Company Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clause (ii) and/or clause (iii) of Section 7.2(b), and (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached.

Threshold Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.4(a)(iSECTION 8.3(B), a Parent an Indemnified Party may not recover any Losses under Section 7.2(aSECTION 8.2(a)(I) unless and until the Parent Indemnified Parties have incurred indemnifiable one or more Officer's Certificates (as defined below) identifying such Losses pursuant to Section 7.2(aunder SECTION 8.2(a)(i) and this Section 7.4 in excess of Two Million Dollars ($2,000,000.00) 100,000 in the aggregate (the “Threshold Amount”"THRESHOLD AMOUNT") has or have been delivered to Escrow Agent and the Stockholder Representative (as defined in SECTION 8.4 hereof) as provided in SECTION 8.3(e), in which case the Parent Indemnified Parties shall be entitled to recover the total amount of all Losses exceeding (if from the Escrow Fund, to the extent available) so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, subject to the terms and conditions of this Agreement. A Parent an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses incurred pursuant to clauses (ii)-(vi) of Section 7.2(aii), (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation iii), (other than those contained in Sections 2.9 (Intellectual Propertyiv) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached. (ii) Except as set forth in the second sentence of this Section 7.4(a)(ii), a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one or more Securityholder’s Certificates identifying such Losses under Section 7.2(b) in excess of the Threshold Amount has or have been delivered to Parent and the Escrow Agent as provided in Section 7.4(c), in which case the Company Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clause (ii) and/or clause (iiiv) of Section 7.2(b)SECTION 8.2(a) or SECTION 8.2(b) hereof, and (B) Losses resulting from any breach of a representation or warranty contained in SECTION 2.2 (Company Capital Structure) hereof. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any Fundamental Representation officer of Parent: (other than those contained in Sections 2.9 (Intellectual Property1) and 2.10 (Information Technologystating that an Indemnified Party has paid, Privacy and Security))sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (C2) specifying in reasonable detail the individual items of Losses resulting from fraudincluded in the amount so stated, intentional misrepresentation the date each such item was paid, sustained, incurred, or willful misconductproperly accrued, or the basis for such anticipated liability, and no the nature of the misrepresentation, breach of warranty or covenant to which such claims or payments shall be considered in determining whether the Threshold Amount has been reacheditem is related.

Threshold Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.4(a)(i‎9.4(a), (i) a Parent Buyer Indemnified Party Person may not recover any Losses under clause (i) of Section 7.2(a‎9.2(a) unless (a) one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until the Parent Indemnified Parties have incurred indemnifiable one or more Officer’s Certificates (as defined below) identifying Losses pursuant to under Section 7.2(a‎9.2(a) and this Section 7.4 in excess of Two Million Dollars ($2,000,000.00) in the aggregate 2,500,000 (the “Threshold Amount”)) has or have been delivered to the Securityholder Representative and the Escrow Agent as provided in Section ‎9.4(b) hereof, in which case the Parent Buyer Indemnified Parties Persons shall be entitled to recover all Losses so identified without regard to the total Threshold Amount from the first dollar of such Losses, and (ii) a Seller Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses exceeding so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, subject (i) a Buyer Indemnified Person shall be entitled to recover for, and the terms Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and conditions all claims or payments made with respect to Losses paid, incurred or sustained arising out of this Agreement. A Parent or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Party Person shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses paid, incurred pursuant or sustained arising out of or resulting from or related to clauses (ii)-(vi‎(ii) through ‎(iii) of Section 7.2(a‎9.2(b), (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached. (ii) Except as set forth in the second sentence of this Section 7.4(a)(ii), a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one or more Securityholder’s Certificates identifying such Losses under Section 7.2(b) in excess of the Threshold Amount has or have been delivered to Parent and the Escrow Agent as provided in Section 7.4(c), in which case the Company Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clause (ii) and/or clause (iii) of Section 7.2(b), and (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached.

Threshold Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.4(a)(iSECTION 7.3(b), a Parent an Indemnified Party may not recover any Losses under Section 7.2(a) SECTION 7.2 unless and until the Parent Indemnified Parties have incurred indemnifiable one or more Officer's Certificates (as defined below) identifying such Losses pursuant to Section 7.2(a) and this Section 7.4 under SECTION 7.2 in excess of Two Million Dollars ($2,000,000.00) 200,000 in the aggregate (the “Threshold Amount”)"THRESHOLD AMOUNT") has or have been delivered to the Escrow Agent or the Stockholder Representative (as defined IN SECTION 7.4 hereof) as provided in SECTION 7.3(f) hereof, in which case the Parent Indemnified Parties shall be entitled to recover the total amount of all Losses exceeding so identified. Notwithstanding the Threshold Amountforegoing, subject to the terms and conditions of this Agreement. A Parent Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clauses (ii)-(vi) of Section 7.2(a), (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation SECTION 2.2 (other than those contained Company Capital Structure) or in Sections 2.9 (Intellectual Property) and SECTION 2.10 (Information TechnologyTax Matters) hereof, Privacy and Security))(B) any Dissenting Share Payments, (C) any Excess Third Party Expenses, and (CD) Losses resulting from fraud, intentional misrepresentation the failure of any Stockholder to pay Agent Interpleader Expenses or willful misconduct, Agent Indemnification Expenses pursuant to clauses (vi) and no such claims (vii) of SECTION 7.3(j) hereof or payments Independent Accounting Firm Expenses pursuant to SECTION 5.5 hereof. Losses not subject to the Threshold Amount shall not be considered included in determining whether the Threshold Amount amount has been reached. exceeded. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent in good faith: (ii1) Except as set forth 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, and (2) specifying in reasonable detail the individual items of Losses included in the second sentence of this Section 7.4(a)(ii)amount so stated, a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one the date each such item was paid, sustained, incurred, or more Securityholder’s Certificates identifying properly accrued, or the basis for such Losses under Section 7.2(b) in excess of the Threshold Amount has or have been delivered to Parent and the Escrow Agent as provided in Section 7.4(c), in which case the Company Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover foranticipated liability, and the Threshold Amount shall not apply as a threshold tonature of the misrepresentation, any and all claims or payments made with respect to (A) Losses incurred pursuant to clause (ii) and/or clause (iii) of Section 7.2(b), and (B) Losses resulting from any breach of a representation warranty or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no covenant to which such claims or payments shall be considered in determining whether the Threshold Amount has been reacheditem is related.

Threshold Amount. (i) Except Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.4(a)(iSECTION 7.3(b), a Parent an Indemnified Party may not recover any Losses under Section 7.2(a) SECTION 7.2 unless and until the Parent Indemnified Parties shall have incurred indemnifiable suffered Losses pursuant to Section 7.2(a) and this Section 7.4 in excess of Two Million Hundred Sixty Five Thousand Dollars ($2,000,000.00265,000) in the aggregate (the “Threshold Amount”"THRESHOLD AMOUNT"), in at which case the point Parent Indemnified Parties shall be entitled to recover all such Losses. Notwithstanding the total amount of all Losses exceeding the Threshold Amountforegoing, subject to the terms and conditions of this Agreement. A Parent Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to any and all (Ai) Losses incurred pursuant to clauses (ii)-(vi) as a result of Section 7.2(a)fraud or any intentional breach of any covenant by the Company, (Bii) Losses resulting from any breach of a any representation or warranty contained in any Fundamental Representation SECTION 2.2(a) (other than those contained in Sections 2.9 Company Capital Structure) or SECTION 2.18 (Intellectual Property) Brokers' and 2.10 (Information Technology, Privacy and Security)Finders' Fees), and (Ciii) Dissenting Share Payments, (iv) Excess Third Party Expenses incurred by the Company, or (v) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached. (ii) Except as set forth in the second sentence of this Section 7.4(a)(ii), a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one or more Securityholder’s Certificates identifying such Losses under Section 7.2(b) in excess failure of the Threshold Amount has Spreadsheet to be complete, correct or have been delivered to Parent and in accordance with the Escrow Agent as provided in Section 7.4(c)Charter Documents. For the purposes hereof, in which case the Company Indemnified Parties "OFFICER'S CERTIFICATE" shall be entitled to recover the total amount mean a certificate signed by any officer of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Parent: (A) Losses incurred pursuant stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to clause (ii) and/or clause (iii) of Section 7.2(b)pay, sustain, incur, or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses resulting from any included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of a representation warranty or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no covenant to which such claims or payments shall be considered in determining whether the Threshold Amount has been reacheditem is related.