Notwithstanding the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), after the Closing, the Purchaser Indemnified Parties # shall not be entitled to recover pursuant to [Section 9.2(a)] until the Losses incurred relating thereto exceed, in the aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) (the “Basket”) (provided that the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and # shall not be entitled to recover pursuant to [Section 9.2(a)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund.

Notwithstanding the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), after the Closing, the Equity Holders Indemnified Parties # shall not be entitled to recover pursuant to [Section 9.2(b)] until the Losses incurred relating thereto exceed, in the aggregate, the Basket, and then the Equity Holders Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed such amount, and # shall not be entitled to recover pursuant to [Section 9.2(b)] any amounts in excess of Sixteen Million Dollars ($16,000,000).

Notwithstanding any other provision of this Article XI to the contrary, the Buyer Indemnified Parties shall not receive indemnification pursuant to [Section 11.2] until the sum of the aggregate amount of Losses under [Section 11.2] exceeds an amount equal to $30,000 (the “Basket Amount”), after which the Buyer Indemnified Parties shall be entitled to receive indemnification for all Losses that exceed the Basket Amount.

Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to Section 9.1(a), above, unless and until the aggregate Losses from all claims with respect thereto exceed, in the aggregate, One Hundred Thousand Dollars ($100,000) (the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket Amount is to serve as a “deductible” for indemnification.

Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 9.1(a)], above, unless and until the aggregate Losses from all claims with respect thereto exceed, in the aggregate, Three Hundred Ten Thousand Dollars ($310,000) (the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket Amount is to serve as a “deductible” for indemnification.