Common use of Threshold and Limitations Clause in Contracts

Threshold and Limitations. (a) The Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any claims for indemnification under Sections 10.2(a), 10.2(b), 10.2(c) and 10.3(a) and 10.3(b) (the "Indemnified Claims") until the aggregate Losses in respect of Indemnified Claims for which such Indemnified Parties would be otherwise entitled to receive indemnification exceed $25,000 (the "Threshold"); provided, however, that once such aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses without regard to the Threshold. (b) Except for Losses based on fraud, or arising in connection with Sections 4.1.1 (Good Title), 4.1.2 (Authority), 4.2 (Company Organization, Good Standing, Power, Etc.) 4.3 (Capitalization), 4.8 (Taxes) (which Sections are discussed below), the aggregate liability of the Holders in respect of Indemnified Claims shall be limited to $10,000,000. Liability based on Sections 4.1.1 (Good Title), 4.1.2 (Authority), 4.2 (Company Organization, Good Standing, Power, Etc), 4.3 (Capitalization) and 4.8 (Taxes) shall be without limit. Liability based on Section 10.2(d) shall be limited to $24,500,000. (c) An indemnifying party shall not be obligated to defend and hold harmless an indemnified party, or otherwise be liable to such party, with respect to any claims made by the indemnified party after the expiration of the Survival Period or other applicable time limitation described in Section 10.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice (as defined in the Escrow Agreement) shall have been delivered to the Holders prior to the expiration of such time period.

Threshold and Limitations. (a) The Indemnified Parties shall be not be entitled to receive any indemnification payment with respect to any claims for indemnification Claims under Sections 10.2(a), 10.2(b), 10.2(c) and 10.3(a) and 10.3(b) (the "Indemnified Claims") this Article VIII until the aggregate Losses in respect of Indemnified Claims for which such Indemnified Parties would be otherwise entitled to receive indemnification payment, plus the aggregate Shareholder Costs, if any, payable under Section 8.7(b) exceed $25,000 135,000 (the "ThresholdTHRESHOLD"); provided, however, that (i) the Threshold shall not apply to Losses specified under clauses (c), (d) or (f) of Section 8.2(a) above or to Claim under Section 8.2(b) and (ii) once such the aggregate Losses exceed the Threshold, such Indemnified Parties shall be entitled to indemnification receive payment for the aggregate amount of all Losses without regard to the ThresholdThreshold subject to the limitation in Section 8.4(c). (b) Except for Losses based on fraud, or arising in connection with Sections 4.1.1 (Good Title), 4.1.2 (Authority), 4.2 (Company Organization, Good Standing, Power, Etc.) 4.3 (Capitalization), 4.8 (Taxes) (which Sections are discussed below), the aggregate liability of the Holders in respect of Indemnified Claims shall be limited to $10,000,000. Liability based on Sections 4.1.1 (Good Title), 4.1.2 (Authority), 4.2 (Company Organization, Good Standing, Power, Etc), 4.3 (Capitalization) and 4.8 (Taxes) shall be without limit. Liability based on Section 10.2(d) shall be limited to $24,500,000. (c) An indemnifying party shall not be obligated to defend and hold harmless an indemnified partyIndemnified Party, or otherwise be liable to such party, with respect to any claims made by the indemnified party Indemnified Party after the expiration of the Survival Period or other applicable time limitation described in Section 10.18.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice (as defined in the Escrow AgreementSection 8.5(a)) shall have been delivered to Parent or the Holders Shareholder Representative (as defined in Section 8.7 below), as the case may be, prior to the expiration of such time period. (c) Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Parent under or with respect to this Agreement, including without limitation Parent's Indemnification obligations under this Article VIII or otherwise shall not exceed $10,000,000.