Common use of Threshold for the Members Clause in Contracts

Threshold for the Members. With respect to representations and ------------------------- warranties, the Members shall not have any liability pursuant to Section ------- 9.1 (a) hereof unless and until and only to the extent that the aggregate ------ amount of Losses accrued pursuant to Section 9.1(a) exceeds 1% of aggregate ------------- Basic Purchase Consideration; provided, however, that this threshold shall -------- ------- not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and 5.1.8 as it relates -------------- ----- --- ----- to the representations and warranties of Management, Mass PC and the Company set forth in Section 4.16, and the Members shall indemnify the ------------ CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without regard to such threshold. ----------

Threshold for the Members. With respect to representations and ------------------------- warranties, the Members shall not have any liability pursuant to Section ------- 9.1 (a) hereof unless and until and only to the extent that the aggregate ------ amount of Losses accrued pursuant to Section 9.1(a) exceeds 1% of aggregate ------------- Basic Purchase Consideration; provided, however, that this threshold shall -------- ------- not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and 5.1.8 as it relates -------------- ----- --- ----- to the representations representation and warranties warranty of Management, Mass PC Seller and the Company set forth in Section 4.16, and the Members shall indemnify the ------------ CenterPoint Indemnified ------------ Parties for any Losses accruing thereunder in accordance with this Article ------- IX without regard to such threshold. ------------

Threshold for the Members. With respect to representations and ------------------------- warranties, the Members shall not have any liability pursuant to Section ------- 9.1 (a9.1(a) hereof unless and until and only to the extent that the aggregate ------ ----- amount of Losses accrued pursuant to Section 9.1(a) exceeds 1% of aggregate ------------- -------------- Basic Purchase Consideration; provided, however, that this threshold shall -------- ------- not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and 5.1.8 as it relates -------------- ----- --- ----- to the representations representation and warranties warranty of Management, Mass PC and the Company Seller set forth in Section 4.16, ------------ and the Members shall indemnify the ------------ CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without ---------- regard to such threshold. ----------.