Common use of Threshold Clause in Contracts

Threshold. No Stockholder Indemnitee shall be entitled to indemnification pursuant to Section 6.3(a) for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Sub’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds the Threshold in the aggregate, and once the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b) shall not apply with respect to a claim for breach of the Foreign Parent Excepted Warranties.

Threshold. No Stockholder Indemnitee shall be entitled to indemnification pursuant to Section 6.3(a6.2(a) for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Sub’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds the Threshold in the aggregate, and once the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b) shall not apply with respect to a claim for breach of the Foreign Parent Excepted Warranties.

Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section 6.3(aSections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Two Hundred Fifty Thousand Dollars ($250,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b) shall not apply with respect to a claim for breach of the Foreign Parent Excepted Warranties.

Threshold. No Stockholder Subject to Sections 10.3(c) and 10.3(d), no Parent Indemnitee shall be entitled to indemnification be indemnified pursuant to Section 6.3(a10.2(a) or Section 10.2(b) for any actual or alleged inaccuracy in or breach of any of Foreign Parent’s, Parent’s representation or Merger Sub’s representations and warranties set forth warranty in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such actual or alleged inaccuracy or breach and all other Damages arising from any other actual or alleged inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise directly or indirectly become subject, exceeds $75,000 (the Threshold “Threshold”) in the aggregate, and once . If the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages the Parent Indemnitees shall be entitled to be indemnified against and compensated, compensated and reimbursed and paid for only those the amount of the Damages that exceed in excess of the Threshold. The limitation provided in this Section 6.3(b) For the sake of clarity, the Deductible shall not apply with respect to a claim the indemnity for breach of the Foreign Parent Excepted WarrantiesPre-Closing Taxes.

Threshold. No Stockholder Indemnitee Subject to Section 9.3(c), the Non-Dissenting Equityholders shall not be entitled required to make any indemnification payment pursuant to either Section 6.3(a9.2(a)(i) for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s representation or Merger Sub’s representations and warranties set forth warranty in this Agreement (after giving effect or Section 9.2(a)(iii) for inaccuracy in or failure to calculate properly the Parent Disclosure Schedules) items referred to therein until such time as the total amount of all Damages (including the Damages arising from such inaccuracy inaccuracy, breach or breach failure and all other Damages arising from any other inaccuracies in or breaches of any representations or warrantieswarranties or inaccuracies in or failures to calculate properly, without duplication) that have been directly or indirectly suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise directly or indirectly become subject, exceeds $1,000,000 (the “Threshold Amount”) in the aggregate, and once . If the total amount of such Damages exceeds the ThresholdThreshold Amount, then any Stockholder Indemnitee that has suffered or incurred any Damages the Indemnitees shall be entitled to be indemnified against and compensatedcompensated and reimbursed for the entire amount of such Damages, reimbursed and paid for only those not merely the portion of such Damages that exceed exceeding the Threshold. The limitation provided in this Section 6.3(b) shall not apply with respect to a claim for breach of the Foreign Parent Excepted WarrantiesThreshold Amount.

Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section 6.3(aSections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Fifty Thousand Dollars ($50,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b6.2(c) shall not apply with respect to a claim for breach of the Foreign Parent Company Excepted WarrantiesWarranties or for claims pursuant to Section 6.2(a)(iii).

Threshold. No Stockholder Parent Indemnitee shall be entitled to indemnification pursuant to Section 6.3(aSections 6.2(a) or (b) or otherwise for any inaccuracy in or breach of any of Foreign Parent’s, Parent’s or Merger Subthe Company’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Parent Indemnitees, or to which any one or more of the Stockholder Parent Indemnitees has or have otherwise become subject, exceeds the Threshold Fifty Thousand Dollars ($50,000) in the aggregateaggregate (the “Threshold”), and once the total amount of such Damages exceeds the Threshold, then any Stockholder Parent Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold. The limitation provided in this Section 6.3(b6.2(c) shall not apply with respect to a claim for breach of the Foreign Parent Company Excepted Warranties.