Tipping Basket Sample Clauses

Tipping Basket. No indemnification payments shall be payable pursuant to the indemnification obligations of Seller pursuant to Section 7.2 or the indemnification obligations of Buyer pursuant to Section 7.3, respectively, unless the total aggregate indemnification obligations under either such Section, as applicable to the indemnifying party, exceeds $50,000 (the "Threshold Amount"). Once the Threshold Amount is satisfied against an indemnifying party, the indemnifying party shall pay to the indemnified party the Threshold Amount plus the amount of all indemnification obligations in excess of the Threshold Amount, subject to the provisions of Section 7.6(b) below.

Tipping Basket. The POM Founders shall not be liable in respect of any Claim unless the aggregate amount of all Claims exceeds one percent (1%) of the effectively paid portion of the Purchase Price, in which case the whole amount (and not only the excess) may be recovered.

Tipping Basket. Subject to Section 6.4(c), Sellers shall not be liable for any claim under Section 6.1(a), unless and until the accumulated aggregate Damages of Purchaser Indemnified Persons in connection with all such claims exceeds $[***Redacted – Commercially Sensitive Information***] (the “Basket Amount”), in which case the Sellers shall be liable to indemnify the Purchaser Indemnified Persons for the full amount of all such accumulated aggregate Damages, including the Basket Amount thereof.

Tipping Basket. AKD, Parent, the AKD Members and the Denali Members (as a group) will have no obligation to indemnify any GCI Indemnitee from and against any Adverse Consequences under Section 10.1 or 10.2 until the GCI Indemnitees (as a group) have suffered Adverse Consequences in the aggregate amount of $100,000 or more arising from, or otherwise related to, directly or indirectly, any of the items set forth in Section 10.1 or 10.2. If and when the aggregate of such Adverse Consequences exceeds $100,000, the GCI Indemnitees shall be entitled to indemnification against all Adverse Consequences incurred under Section 10.1 or 10.2, including the initial $100,000 of Adverse Consequences.

Tipping Basket. Subject to the limitations in §2(j), no Buyer Indemnitee or Company Indemnitee shall be entitled to indemnification under this §8 unless and until the aggregate amount of Adverse Consequences for Buyer Indemnitees and Company Indemnitees, respectively, resulting from, arising out of, relating to and the nature of, or caused by, a breach of a representation, warranty and/or covenant exceed one hundred thousand dollars ($100,000) in the aggregate in which case the Indemnifying Party shall be liable for all Adverse Consequences Damages relating thereto on a dollar for dollar basis beginning with the first dollar of Adverse Consequences relating thereto (e.g., if there are $100,001 of Adverse Consequences, the indemnitee shall be entitled to $100,001 dollars of indemnification).

Tipping Basket. Notwithstanding any provision of this Agreement to the contrary, a Buyer Indemnified Party may not recover any Losses under Section 8.2(a)(i) unless and until such Losses under Section 8.2(a)(i) exceed $150,000 in the aggregate (the “Basket Amount”), in which case Buyer shall be entitled to recover the aggregate amount of all Losses from the first dollar. Notwithstanding the foregoing, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses resulting from or arising out of (i) any breach or alleged breach of a Fundamental Representation, (ii) Section 8.2(a)(ii)-(viii) (collectively, the “Exempted Losses”), (iii) Section 8.2(a)(ix) (the “Specific Indemnity Losses”) and (iv) Fraud (the “Fraud Losses”).

Tipping Basket. Subject to Section 9.3(b), the Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Agreement until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Indemnitees pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) exceeds $250,000 (the “Tipping Basket”) in the aggregate. If the total amount of such Damages suffered or incurred by any one or more of the Indemnitees pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) exceeds the Tipping Basket, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages (subject to the limitations contained in this Section 9.3 and Section 9.1), including the amount of the Tipping Basket.

Tipping Basket. The Sellers shall not be liable for indemnification under Sections 6.1(b) until the aggregate amount of all Adverse Consequences in respect of the applicable obligation to indemnify exceeds any applicable basket amount set forth in the table in Section 6.3(a) (in each case, the “Basket”), at which point, the Sellers shall be liable for Adverse Consequences beginning from the first dollar of all Adverse Consequences, subject to the applicable Cap provided for in the table in Section 6.3(a). For the avoidance of doubt, in no event shall the Basket apply with respect to Excluded Liabilities, Core Representations or Fraud.

Tipping Basket. 12.6.1 Sellers shall only be liable in respect of Guarantee Claims if the relevant Guarantee Claim alone or the aggregate of Guarantee Claims exceed EUR 6,000,000 ("Tipping Basket") (Freigrenze), in which case the full amount shall be payable, provided, however, that this Sec. 12.6.1 shall not apply with respect to Key Fundamental Guarantees and Fundamental Guarantees.