Common use of Threshold Clause in Contracts

Threshold. (i) No claim for indemnification may be made under Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 (the “Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties shall be liable to the Parent Indemnified Parties for the full amount of all such Losses, subject to the other limitations contained herein. (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for the full amount of all Losses in excess of the Threshold.

Threshold. (i) No claim for indemnification may be made under Section 7.2(a) (Subject to the other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained limitations set forth in this Agreement, the Certificates including this Section 7.2, no amount shall be payable by any Indemnifying Party pursuant to, under, relating to or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company StockholderSection 7.1(a)(i) unless and until the aggregate amount of all Losses of the Parent Indemnified Parties that may be claimed thereunder otherwise payable in connection with such breach exceeds an amount equal to $300,000 145,000 (the “Threshold”), and once such Threshold has been reached, after which the Seller Indemnifying Parties Party shall be liable to the Parent Indemnified Parties for the full amount of all such Losses, subject to the other limitations contained herein. (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent Losses and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any not just those Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for the full amount of all Losses are in excess of the Threshold; provided, that the foregoing limitation shall not apply in respect of any Losses relating to (y) any breach of or inaccuracy in any Fundamental Representation, or (z) any intentional or fraudulent breaches of any representations or warranties. With respect to any claim any GTY Party may be entitled to indemnification pursuant to Section 7.1(a)(i), other than with respect to the Fundamental Representations, no amount shall by payable by any Indemnifying Party unless and until such amounts, in the aggregate, exceed $25,000. TABLE OF CONTENTS​ (c) Liability Cap. $2,900,000 shall serve as the maximum liability of any Indemnifying Party which may be recovered from the Indemnifying Party pursuant to, under, relating to or in connection with Section 7.1(a)(i); provided, that the foregoing limitation shall not apply in respect of any Losses (and such Losses shall not reduce the foregoing limitation) relating to (i) any breach of or inaccuracy in any Fundamental Representation (in which case liability will be capped at the total amount of the Merger Consideration), (ii) any intentional or fraudulent breaches of any representations or warranties or (iii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 2.11, in which case the maximum liability of any Indemnifying Party under this clause (iii) shall be $4,350,000 (which limitation shall not be reduced by any Losses recovered hereunder except for Losses relating to a breach of or inaccuracy of the representations and warranties set forth in Section 2.11). In no event will any OC Holder be liable to the GTY Indemnitees for any amounts in excess of the portion of the Merger Consideration actually received by, or in the case of any escrowed amounts hereunder, allocated to, such OC Holder (except with respect to fraud or intentional misrepresentation committed by such OC Holder).

Threshold. (ia) No claim for indemnification may be made under Subject to Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii11.3(b), (xi) and (xiii), for the Selling Shareholders shall not be required to make any fraud by or on behalf of indemnification payment pursuant to Section 11.2 until such time as the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 (the “Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties shall be liable to the Parent Indemnified Parties for the full total amount of all Damages (including the Damages arising from such LossesBreach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, subject or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds the amount equal to the other limitations contained herein. positive Working Capital as shown in the Audited Balance Sheet, if any, (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until "Deductible"). At such time as the aggregate total amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) Damages exceeds the ThresholdDeductible, and once such Threshold has been reached, Parent the Indemnitees shall be liable entitled to such Seller Indemnified Parties for the full amount of all Losses be indemnified against any Damages in excess of the ThresholdDeductible. (b) The limitation on the Selling Shareholders' indemnification obligations that is set forth in Sections 11.3(a) and 11.7 shall not apply to (i) any Breach of any of the Specified Representations, or (ii) any act or omission ruled by a non-appealable judgment to have been fraud by Havoc or any of the Selling Shareholders in connection with the Transaction. In no event shall any Selling Shareholder's liability for the Specified Representations exceed its or his pro rata share of the Purchase Price and the then fair market value of the AEND Shares. A Selling Shareholder can satisfy this obligation by delivery of his or its pro rata share of the Purchase Price and the AEND Shares. To the extent that a Selling Shareholder does not deliver AEND Shares, then his or its liability under this subsection shall be limited to his or its pro rata share of the Purchase Price plus the fair market value of the AEND Shares he or it still owns plus the proceeds received by the Selling Shareholder from the sale of such AEND Shares, net of brokerage or underwriting commissions only.

Threshold. Anything to the contrary contained herein notwithstanding, (i) No the Company Stockholders shall not be obligated to indemnify the Indemnified Parties with respect to any claim for indemnification may be made under resulting from or arising out of matters described in Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) 8.2 unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder all such claims exceeds $300,000 1,750,000 (the “Primary Threshold”) (provided, that such threshold for any claim for indemnification resulting from or arising out of matters described in the Second Special Indemnity Sections (other than the Clause (xii) Special Indemnity Matter) shall be $250,000 (the “Secondary Threshold”)), and once such Threshold has been reached, in which event the Seller Indemnifying Indemnified Parties shall be liable entitled to the Parent Indemnified Parties for recover the full amount of all Damages (including any amounts of Damages within the Primary Threshold or Secondary Threshold, as applicable) resulting from or arising out of such Lossesmatters in accordance with this Section 8, subject to the other limitations contained herein. and (ii) No no individual claim for indemnification may resulting from or arising out of matters described in Section 8.2 shall be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach counted towards the Primary Threshold or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) Secondary Threshold unless and until the aggregate amount of Losses of such claim exceeds $5,000 (the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a“Per Claim Threshold”)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for in which event the full amount of all Losses Damages with respect to such claim shall count towards the Primary Threshold or the Secondary Threshold, as applicable. Notwithstanding anything to the contrary in excess this Section 8.6(c), the Primary Threshold, Secondary Threshold and Per Claim Threshold limits imposed by this Section 8.6(c) shall not apply to any Damages (i) indemnifiable under Section 8.2(a)(i) solely with respect to any Fundamental Representation or Second Level Representation, (ii) indemnifiable under Section 8.2(a)(iv) solely with respect to claims brought by or on behalf of any individual listed in Section 2.2(a) of the ThresholdDisclosure Schedule under the heading “Promised but Ungranted Options”, Section 8.2(a)(viii), Section 8.2(a)(ix)(a) or the First Special Indemnity Section, or (iii) arising out of or in connection with any Fraud.

Threshold. (a) Except as set forth in the last sentence of this Section 9.4(a) with respect to Buyer Non-Threshold Claims, neither Seller and Parent shall be liable for indemnification claims, individually or in the aggregate, hereunder unless and until the amount of Losses incurred, sustained or suffered by any Buyer Indemnified Party for which they are entitled to indemnification hereunder (but for the operation of this proviso), exceed Three Hundred Thousand Dollars ($300,000, the "Threshold Amount") and then, Buyer Indemnified Parties shall only be entitled to indemnification hereunder to the extent such Losses with respect to which indemnification is sought pursuant to this Article IX exceed the Threshold Amount. Notwithstanding the foregoing, Losses incurred, sustained or suffered by any Buyer Indemnified Party arising out of, resulting from or relating or incident to any (i) No claim for indemnification may be made any Excluded Liability, (ii) any Liability imposed upon any Buyer Indemnified Party by reason of Buyer's or Dayton's alleged status as transferee or successor of the Subject Business or the Subject Assets, (iii) any inaccuracy, misrepresentation or breach of any representation or warranty under Section 7.2(aSections 5.1.1 (Ownership of Stock; Authorization of Parent), 5.1.2 (Organization of Seller; Authorization) (other than claims the third and fourth sentences thereof, which representations will be subject to the Threshold Amount set forth in the first sentence of this Section 9.4(a)), Section 5.1.5 (Title to and Condition of Subject Assets) (other than the first, second and fourth sentences thereof, which representations will be subject to the Threshold Amount set forth in the first sentence of this Section 9.4(a)), Section 5.1.9 (Taxes), Section 5.1.13 (Employee Benefit Plans), Section 5.1.14 (Compliance with Environmental Laws), Section 5.1.22 (Liabilities) or Section 5.1.23 (No Other Agreements to Sell the Assets) or (iv) any breach, non-fulfillment or non-performance of Section 8.5 hereof or the Transition Agreement (clauses (i) through (iv), the "Buyer Non-Threshold Claims") shall be due and payable immediately subject to and in accordance with the terms hereof without the necessity of meeting or exceeding the Threshold Amount set forth in this Section 9.4(a) (all other Buyer Claims for recovery which Buyer or Dayton is entitled to indemnification under Section 7.2(a)(i9.2, "Buyer Threshold Claims"). (b) Except as set forth in the last sentence of this Section 9.4(b) with respect to Seller Non-Threshold Claims, neither Buyer nor Dayton shall be liable for indemnification claims, individually or in the aggregate, hereunder unless and until the amount of Losses incurred, sustained or suffered by any breach Seller Indemnified Party for which they are entitled to indemnification, individually or inaccuracy in the aggregate, hereunder (but for the operation of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(viithis proviso), exceed the Threshold Amount and then, Seller Indemnified Parties shall only be entitled to indemnification hereunder to the extent such Losses with respect to which indemnification is sought pursuant to this Article IX exceed the Threshold Amount. Notwithstanding the foregoing, Losses incurred, sustained or suffered by any Seller Indemnified Party arising out of, resulting from or relating or incident to any breach, non-fulfillment or non-performance with respect to (xii) and any Assumed Liability, subject to the terms of Section 2.3, (xiii)ii) under the Promissory Note, for or (iii) any fraud by inaccuracy, misrepresentation or on behalf breach of the Company in connection with any representation or warranty of the Company contained in this Agreementunder Section 7.1.1 (Organization) or Section 7.1.2 (Authorization) (clauses (i) through (iii), the Certificates or other Merger"Seller Non-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company StockholderThreshold Claims") unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 (the “Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties shall be liable to the Parent Indemnified Parties for the full amount of all such Losses, due and payable immediately subject to and in accordance with the terms hereof without the necessity of meeting or exceeding the Threshold Amount set forth in the first sentence of this Section 9.4(b) (all other limitations contained herein. (ii) No claim Seller Claims for which Seller or Parent is entitled to indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of the 9.3, "Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(aThreshold Claims")) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for the full amount of all Losses in excess of the Threshold.

Threshold. (i) No claim for indemnification may Indemnifying Party will be made under Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for required to indemnify an Indemnified Party hereunder with respect to any Damages arising on account of or related to any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with Representations and Warranties or of any representation or warranty of the Company contained in this AgreementCubist Representations and Warranties, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of as applicable, until such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until time as the aggregate amount of Losses of Damages for which (i) Cubist Indemnified Parties, on the Parent Indemnified Parties that may be claimed thereunder one hand, or (ii) the Shareholders, on the other hand, are otherwise entitled to indemnification pursuant to this Section 4 exceeds $300,000 (the “"Warranty Threshold”"), and once whereupon such Threshold has been reached, the Seller Indemnifying Parties shall Indemnified Party will be liable entitled to the Parent Indemnified Parties indemnification for the full amount of all such LossesDamages, subject without regard to such threshold amount. The foregoing provisions of this Section 4.5(b) shall not apply to any breach by the Company of the representation and warranty set forth in Section 2.15(h) of the Acquisition Agreement, and the Shareholders shall be required to indemnify the Cubist Indemnified Parties for Damages resulting from any such breach without regard to whether the aggregate Damages suffered by Cubist Indemnified Parties for which they are otherwise entitled to indemnification hereunder have exceeded the Warranty Threshold. Any Damages for which the Shareholders have indemnified Cubist Indemnified Parties pursuant to the other limitations contained herein. (ii) No claim for indemnification may preceding sentence shall not be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub counted in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until determining whether the aggregate amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Damages suffered by Cubist Indemnified Parties for which they are otherwise entitled to indemnification hereunder exceeds the full amount Warranty Threshold. Solely for the purpose of all Losses determining whether the aggregate number of Damages suffered by Cubist Indemnified Parties have at any time exceeded the Warranty Threshold, any requirement in excess the representation and warranty covered by the provisions of Section 2.15(h) that an event or fact be known to the Company (which is a condition to such event or fact constituting a misrepresentation or breach of such representation and warranty (the "Knowledge Qualifier")) shall be ignored. Notwithstanding the provisions of the Thresholdimmediately preceding sentence, the Knowledge Qualifier in Section 2.15(h) shall at all times continue to be applicable in determining whether in fact there has been a misrepresentation or breach of Section 2.15(h) such that it would give rise to a Claim and the corresponding obligation of the Shareholders to indemnify Cubist therefor.

Threshold. (i) No claim for Notwithstanding any other provision in this Agreement to the contrary, no indemnification claims may be made under asserted by any party pursuant to Section 7.2(a10.1(a) (other than claims for recovery under or Section 7.2(a)(i10.2(a) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and Agreement until the aggregate amount of Losses all such indemnification claims of the Parent Methode Indemnified Parties, on one hand, or Gemtron Indemnified Parties that may be claimed thereunder on the other hand, exceeds Five Hundred Thousand Dollars ($300,000 500,000) in the aggregate (the “ThresholdAggregate Threshold Amount”), and once such Threshold has been reached, at which time the Seller Indemnifying Parties party seeking indemnification shall be liable entitled to assert all individual indemnification claims or groups of related claims that exceed Twenty-Five Thousand Dollars ($25,000) (the Parent Indemnified Parties for “Individual Threshold Amount”) in excess of the full amount Aggregate Threshold Amount; provided that Claims relating to indemnification claims based upon Sections 10.1(b) through (d), Sections 10.2(b) through (i), Section 10.3 and Claims relating to indemnification claims based upon a breach of all such Losses, the representations and warranties set forth in Sections 4.3 (Stock Ownership) and 4.5 (Capitalization) of this Agreement shall be subject to the other limitations contained herein. Individual Threshold Amount, but not be subject to the Aggregate Threshold Amount; provided further that (iii) No claim for no indemnification claims may be made under asserted by Methode Indemnified Parties pursuant to Section 7.3(a10.1(h) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of such Claims exceeds Fifty Thousand Dollars ($50,000) (the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)“Special Threshold Amount”) exceeds in the Thresholdaggregate, and once such Threshold has been reached, Parent after which Gemtron shall be liable to for all such Seller Claims regardless of the Individual Threshold Amount or the Aggregate Threshold Amount, and (ii) the amount of any Claims asserted by Methode Indemnified Parties for pursuant to Section 10.1(h) shall be added to the full amount of all Losses in excess any Claims pursuant to Section 10.2(a) for purposes of satisfying the ThresholdAggregate Threshold Amount.

Threshold. (i) No claim for indemnification may The Sellers shall not be made under required to indemnify any Purchaser Indemnified Party pursuant to, and shall not have any liability under, Section 7.2(a9.02(a)(i) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of Losses of all Damages for which the Parent Indemnified Parties that may Sellers would, but for this Section 9.04(a)(i), be claimed thereunder liable under Section 9.02 exceeds on a cumulative basis an amount equal to $300,000 100,000 (the “Threshold”), and once such Threshold has been reachedin which case, the Seller Indemnifying Parties Sellers shall become liable for all of such Damages (i.e., if such cumulative Damages exceed the Threshold, this Section 9.04(a)(i) shall be liable without effect in respect thereof); provided, however, that the Threshold shall not apply to any Damages related to any inaccuracy or breach of any Seller Fundamental Representation, or of Section 3.14 (Tax Matters), Section 3.19 (Employee Benefits), or Section 3.15 (Intellectual Property), or any claim based on fraud, gross negligence, willful misconduct, intentional misrepresentation or knowing and intentional breach of any of the Parent Indemnified Parties for the full amount provisions of all such Losses, subject to the this Agreement or any other limitations contained hereinTransaction Document. (ii) No claim for indemnification may Purchaser shall not be made under required to indemnify any Seller Indemnified Party pursuant to, and shall not have any liability under, Section 7.3(a9.03(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until the aggregate amount of Losses of the Seller Indemnified Parties that may all Damages for which Purchaser would, but for this Section 9.04(a)(ii), be claimed thereunder (together with any Losses that may be claimed liable under any other subsection of Section 7.3(a)) 9.03 exceeds on a cumulative basis an amount equal to the Threshold, and once in which case, Purchaser shall become liable for all of such Threshold has been reachedDamages (i.e., Parent if such cumulative Damages exceed the Threshold, this Section 9.04(a)(ii) shall be liable without effect in respect thereof); provided, however, that the Threshold shall not apply to such Seller Indemnified Parties for the full amount any Damages related to any inaccuracy or breach of all Losses in excess any Purchaser Fundamental Representation or any claim based on fraud, gross negligence, willful misconduct, intentional misrepresentation or knowing and intentional breach of any of the Thresholdprovisions of this Agreement or any other Transaction Document.

Threshold. (i) No claim for indemnification may be made Sellers shall not have any liability or obligation to the Buyer Indemnified Parties under Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder8.2(a)(i) unless and until the amount of Losses, in the aggregate, accrued pursuant to Section 8.2(a)(i) is equal to or greater than $2,000,000 (the “Indemnity Threshold”); provided, however that with respect to any individual item under Section 8.2(a)(i) without aggregation with any other related or similar item where the Loss relating to such item or series of related items (excluding attorneys’ fees) is less than $10,000, such amounts shall not be taken into account for the purposes of determining the Indemnity Threshold. For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants, and calculating Losses under this Article 8, any materiality or Material Adverse Effect qualifications in the representations and warranties shall be disregarded. Once the aggregate amount of all Losses of accrued pursuant to Section 8.2(a)(i) equal or exceed the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 (the “Indemnity Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties Sellers shall be liable for only those Losses in excess of the Indemnity Threshold, subject to the Parent terms and conditions of this Agreement and up to the limitations of Section 8.2(e)(ii). Notwithstanding the foregoing, the Indemnity Threshold shall not apply to any Losses arising out of a breach of an Excluded Representation. Sellers shall not have any liability or obligation to the Buyer Indemnified Parties for the full amount of all such Losses, subject to the other limitations contained herein. (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub Tax matters addressed as Covered Matters in connection with any representation or warranty of Parent or Merger Sub contained in this AgreementSchedule 8.2(a) unless and until the aggregate amount of Losses of Losses, in the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the Thresholdaggregate, and once such Threshold has been reached, Parent shall be liable pertaining to such Seller Indemnified Parties for Covered Matters is equal to or greater than $100,000. Once the full aggregate amount of all Losses pertaining to such Tax matters equals or exceeds $100,000, Sellers shall be liable for only those Losses in excess of $100,000, subject to the Thresholdterms and conditions of this Agreement and up to the limitations of Section 8.2(e)(ii).

Threshold. (ia) No claim for indemnification may be made under Subject to Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii11.3(b), (xi) and (xiii), for the Selling Shareholders shall not be required to make any fraud by or on behalf of indemnification payment pursuant to Section 11.2 until such time as the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 (the “Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties shall be liable to the Parent Indemnified Parties for the full total amount of all Damages (including the Damages arising from such LossesBreach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, subject or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds the amount equal to the other limitations contained herein. positive Working Capital as shown in the Audited Balance Sheet, if any, (ii) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub contained in this Agreement) unless and until "DEDUCTIBLE"). At such time as the aggregate total amount of Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) Damages exceeds the ThresholdDeductible, and once such Threshold has been reached, Parent the Indemnitees shall be liable entitled to such Seller Indemnified Parties for the full amount of all Losses be indemnified against any Damages in excess of the ThresholdDeductible. (b) The limitation on the Selling Shareholders' indemnification obligations that is set forth in Sections 11.3(a) and 11.7 shall not apply to (i) any Breach of any of the Specified Representations, or (ii) any act or omission ruled by a non-appealable judgment to 47. have been fraud by Assist or any of the Selling Shareholders in connection with the Transaction. In no event shall any Selling Shareholder's liability for the Specified Representations exceed its or his pro rata share of the Purchase Price and the then fair market value of the Cayenta Shares. A Selling Shareholder can satisfy this obligation by delivery of his or its pro rata share of the Purchase Price and the Cayenta Shares. To the extent that a Selling Shareholder does not deliver Cayenta Shares, then his or its liability under this subsection shall be limited to his or its pro rata share of the Purchase Price plus the fair market value of the Cayenta Shares he or it still owns plus the proceeds received by the Selling Shareholder from the sale of such Cayenta Shares, net of brokerage or underwriting commissions only.

Threshold. (i) No claim for indemnification may be made under Section 7.2(a) (other Other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the CompanyExcluded Claim, under Sections 7.2(a)(iii)-(vii)Sellers shall not be liable, (xi) and (xiii)pursuant to Section 8.1, for any fraud Losses suffered by or any Purchaser Indemnified Party unless the aggregate of all Losses suffered by the Purchaser Indemnified Parties exceeds, on behalf a cumulative basis, an amount equal to [REDACTED] of the Company in connection with any representation or warranty of the Company contained in this Agreement, the Certificates or other Merger-Related Agreements or for any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and until the aggregate amount of Losses of the Parent Indemnified Parties that may be claimed thereunder exceeds $300,000 Purchase Price (the “Indemnity Threshold”), and once such Threshold has been reached, the Seller Indemnifying Parties then Sellers shall only be liable to the Parent extent of any such excess. Other than for any Excluded Claim, Purchaser shall not be liable, pursuant to Section 8.2, for any Losses suffered by the Seller Indemnified Parties for unless the full amount aggregate of all such LossesLosses suffered by the Seller Indemnified Parties exceeds, subject on a cumulative basis, the Indemnity Threshold, and then Purchaser shall only be liable to the extent of any such excess. Notwithstanding any other limitations contained herein. provision of this Agreement to the contrary, other than for any Excluded Claim, no Indemnifying Party shall be required to indemnify, defend or hold harmless any Indemnified Party pursuant to this Article VIII against, or reimburse any Indemnified Party for, any Losses with respect to any individual claims unless such claim involves Losses in excess of [REDACTED] (nor shall such item be applied to or considered for purposes of calculating the Indemnity Threshold). For the purposes of this Agreement, “Excluded Claims” means, with respect to any Purchaser Indemnified Party, claims for (i) Tax Indemnification, (ii) No claim for indemnification may be made under pursuant to Section 7.3(a8.1(a)(i) (in connection with the Retained Liabilities other than [REDACTED] (iii) indemnification pursuant to Section 8.1(a)(iii) in connection with breaches of Sellers’ Fundamental Representations, (iv) indemnification pursuant to Section 8.1(a)(v) in connection with [REDACTED] (v) indemnification pursuant to Section 8.1(a)(ii) and (vi) fraud or willful and intentional breach, and with respect to any Seller Indemnified Party, claims for recovery under (i) indemnification pursuant to Section 7.3(a)(i8.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation Assumed Liability, (ii) indemnification pursuant to Section 8.2(a)(iii) in connection with breaches of Purchaser’s Fundamental Representations, (iii) indemnification pursuant to Section 8.2(a)(ii) or warranty of Parent (iv) fraud or Merger Sub contained in this Agreement) unless willful and until the aggregate amount of Losses of the Seller Indemnified Parties that may be claimed thereunder intentional breach (together with any Losses that may be claimed under any other subsection of Section 7.3(aeach, an “Excluded Claim”)) exceeds the Threshold, and once such Threshold has been reached, Parent shall be liable to such Seller Indemnified Parties for the full amount of all Losses in excess of the Threshold.

Threshold. (ia) No claim for indemnification may be made under Section 7.2(a) (other than claims for recovery under Section 7.2(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by the Company, under Sections 7.2(a)(iii)-(vii), (xi) and (xiii), for any fraud by or on behalf of the Company in connection with any representation or warranty of the Company Anything contained in this AgreementArticle VII to the contrary notwithstanding, the Certificates or other Merger-Related Agreements or for Parent Indemnified Persons shall not be entitled to indemnification pursuant to this Article VII with respect to any fraud by or on behalf of a Company Stockholder in connection with any representation or warranty of such Company Stockholder contained in any Merger-Related Agreements delivered by such Company Stockholder) unless and Parent Losses until the aggregate amount of such Parent Losses exceeds $50,000 (the "Threshold Amount") (other than any Parent Losses arising out of or in connection with the representations and warranties contained in Section 2.13 hereof which shall not be subject to such Threshold Amount), whereupon the Parent Indemnified Parties that may Persons shall be claimed thereunder exceeds entitled to indemnification for all Parent Losses in excess of the Threshold Amount up to $300,000 21,000,000 (the “Threshold”"Indemnification Cap"); provided, and once such Threshold has been reached-------- however, that if the Seller Parent Indemnifying Parties Persons shall be liable have delivered all of the ------- Purchaser Shares (and/or any cash proceeds received from the sale thereof) to the Parent Indemnified Parties for Persons pursuant to Section 7.2(a) hereof, the full Indemnification Cap shall be reduced to an amount of all such Losses, subject equal to the other limitations contained hereinaggregate Fair Market Value of the cash and Purchaser Shares (determined in accordance with Section 7.2(a)(iv)) delivered to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof. (iib) No claim for indemnification may be made under Section 7.3(a) (other than claims for recovery under Section 7.3(a)(i) for any breach or inaccuracy of the applicable Surviving Representations made by Parent or Merger Sub or any fraud by or on behalf of Parent and Merger Sub in connection with any representation or warranty of Parent or Merger Sub Anything contained in Article VII to the contrary notwithstanding, the Sole Shareholder shall not be entitled to indemnification pursuant to this Agreement) unless and Article VII with respect to any Sole Shareholder Losses until the aggregate amount of such Sole Shareholder Losses of the Seller Indemnified Parties that may be claimed thereunder (together with any Losses that may be claimed under any other subsection of Section 7.3(a)) exceeds the ThresholdThreshold Amount, and once such Threshold has been reached, Parent whereupon the Sole Shareholder shall be liable entitled to such Seller Indemnified Parties indemnification for the full amount of all Sole Shareholder Losses in excess of the ThresholdThreshold Amount up to the Indemnification Cap; provided, however, that if the Parent Indemnifying Persons -------- ------- shall have delivered all of the Purchaser Shares (and/or any cash proceeds received from the sale thereof) to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof, the Indemnification Cap shall be reduced to an amount equal to the aggregate Fair Market Value of the cash and Purchaser Shares (determined in accordance with Section 7.2(a)(iv)) delivered to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof.