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 5.1(a) hereof unless and until and only to the extent that the aggregate amount of Losses accrued pursuant to Section 5.1(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 1.1.1, 1.1.2, 1.2 and 1.1.9 as it relates to the representation and warranty of the Company set forth in Section 4.16 of the Merger Agreement, and the Members shall indemnify the Centerprise Indemnified Parties for any Losses accruing thereunder in accordance with this Article V 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 5.1(a9.1(a) hereof unless and until and only to the extent that the aggregate amount of Losses accrued pursuant to Section 5.1(a9.1(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 1.1.15.1.1, 1.1.25.1.2, 1.2 5.2 and 1.1.9 5.1.8 as it relates to the representation and warranty of Seller and the Company set forth in Section 4.16 of the Merger Agreement4.16, and the Members shall indemnify the Centerprise CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article V IX without regard to such threshold.