Threshold and Cap Sample Clauses

Threshold and Cap. (a) In respect of Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds 1.0% of the Purchase Price. If this threshold is reached, Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation. (b) No threshold shall apply to Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(2) or to the Shareholders’ assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2). (c) In no event shall the aggregate Liability of the Shareholders in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed 40% of the Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.

Threshold and Cap. Sellers shall indemnify and hold harmless the Company, Purchaser and Parent with respect to any Loss suffered by the Company, Purchaser or Parent under Sections 13.1 if, and only if, such Loss together with the aggregate of all Losses theretofore incurred by the Purchaser or Parent under such Sections shall exceed Nine Hundred Thousand U.S. Dollars (US$900,000) (the “Threshold”), in which case Sellers shall be liable for the aggregate amount of all Losses suffered by the Purchaser or Parent, up to a maximum equal to the Escrow Amount; provided, however, any Losses suffered by Purchaser or Parent with respect to inaccuracy of the Projected Closing Balance Sheet as updated as of the Closing Date shall not be subject to such Threshold, but shall be subject to the threshold set forth in Section 2.3(g), and provided, further that any Losses suffered by the Purchaser or Parent with respect to fraud of the Company, or relating to Losses suffered as a result of breaches of the representations and warranties set forth in Sections 7.2, 7.24 and 7.26 shall be not be subject to the Threshold and shall be limited to the Purchase Price plus any Earn-Out actually paid to Sellers.

Threshold and Cap. PROTEC and the PROTEC Members shall not have any liability or obligation to PAYM, ▇▇▇▇▇▇▇▇▇ or the PAYM Representatives under Section 8.02(b) unless and until the amount of Losses accrued thereunder is equal to or greater than $50,000 (the “Indemnity Threshold”), in which even PROTEC and the PROTEC Members shall only be required to pay or be liable for all such Losses above the Indemnity Threshold.

Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Thousand Dollars ($100,000) (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller or Selling Shareholders. The indemnification obligations of Seller shall be applied in the order described in Section 7.2(b)(5)(ii) hereof.

Threshold and Cap. Notwithstanding any provision contained herein or in any Securities Exchange Agreement to the contrary, with respect to Damages contemplated by Sections 4.2 and 4.3 other than those arising, directly or indirectly, from or in connection with any Identified Liability, (i) no party shall be entitled to any recovery from any other party with respect to any such inaccuracy or breach which, pursuant to any Securities Exchange Agreement, would have entitled such party not to perform its obligations thereunder, if such party is informed in writing pursuant to Section 7.6 of any Securities Exchange Agreement or otherwise has knowledge of such inaccuracy or breach prior to Closing and such party nonetheless consummates the Closing, and (ii) no party shall be entitled to recover Damages from any other party until the Damages sustained by such party under this Agreement and the Securities Exchange Agreements exceed, in the aggregate, U.S. $100,000 (the "Threshold"), and then only amounts over and above such Threshold, and in no event shall the amount of all such Damages to be recovered by the Issuer Indemnified Persons and the Stockholders' Indemnified Persons exceed an aggregate amount of U.S. $1,349,207 (the "Cap"). Neither the Threshold nor the Cap shall apply to any Damages arising, directly or indirectly, from or in connection with any Identified Liability.

Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed $25,000 (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that

Threshold and Cap. Notwithstanding anything to the contrary herein, in no event shall the Buyer be liable to Seller, or any of their Affiliates, pursuant to this Section 17 or otherwise, nor shall Buyer, or any of its Affiliates be liable to Seller, for any matter related in any way to this Agreement until the total amount of Damages to such parties exceeds $25,000.00 (the “Threshold Amount”), and then only to the extent such Damages exceed the Threshold Amount. .

Threshold and Cap. No Indemnifying Party shall have any obligation to indemnify the Indemnified Party from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Indemnifying Party until the Indemnified Party has suffered Losses by reason of all such breaches in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Deductible”), after which point the Indemnifying Party will be obligated only to indemnify the Indemnified Party from and against any Losses above the Deductible. Furthermore, the aggregate dollar amount of all payments that any Indemnifying Party shall be obligated to make to the Indemnified Party with respect to Losses arising out of or related to any breach of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) or the failure of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) to be true, shall not exceed the amount then currently in the Escrow Account.

Threshold and Cap. Notwithstanding anything to the contrary herein, in no event shall the Shareholder be liable to Host, Global, any Host Subsidiary, the Company, the Surviving Corporation, or any of their Affiliates, pursuant to this Section 12 or otherwise, nor shall Host, Global, any Host Subsidiary, the Surviving Corporation or any of their Affiliates be liable to the Shareholder or the Company, for any matter related in any way to this Agreement or the Merger until the total amount of Damages to such parties exceeds $25,000 (the “Threshold Amount”), and then only to the extent such Damages exceed the Threshold Amount. However, the Threshold Amount shall not apply to any amounts payable to the Shareholder under the Employment Agreement or under Section 2 above. Furthermore, in no event shall: (i) the Shareholder be liable to Host, Global, any Host Subsidiary, the Company, the Surviving Corporation, or any of their Affiliates pursuant to this Section 12 or otherwise, for any matter related in any way to this Agreement or the Merger in an amount in excess of $1,000,000, or (ii) Host, Global, any Host Subsidiary, the Company, the Surviving Corporation, or any of their Affiliates be liable to the Shareholder pursuant to this Section 12 or otherwise, for any matter related in any way to this Agreement or the Merger in an amount in excess of $1,000,000. With respect to the $1,000,000 cap described in the previous sentence, (i) in the event the Shareholder is obligated to make any payments for Damages, the Shareholder shall make all such payments in shares of Host Common Stock valued at the Market Price as of the Closing Date (ii) in the event Host and/or Global is obligated to make any payments for Damages, Host and/or Global may, at its sole and absolute discretion, make all or any portion of such payments in shares of Host Common Stock valued at the Market Price as of the Closing Date, and/or may make all or any portion of such payments in cash.