No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.

No amountLimitations. Notwithstanding Section 11.1, the Seller shall be payablenot have any obligation to aindemnify Buyer Indemnified Party hereunder in satisfaction ofwith respect to any claim unless andLosses # until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claimsthat Buyer suffered, sustained, incurred or paid or are required to pay exceeds or may exceed One Hundred Thousand Dollars ($100,000) (the “Threshold”), at which point the Seller shall be obligated to indemnify Buyer from and includingagainst all Losses relating back to the first dollardollar, # in excess of all such Losses but subject$1,000,000 in the aggregate (the “Cap”) or # with respect to any matter related to Seller with respect to which Buyer was aware in reasonable detail prior to Closing; provided, the other limitation contained herein; provided, however, thatforegoing notwithstanding, the Threshold and Cap shall not apply to any Losses resulting from, arising out ofof, resulting from or relatingrelated to breachesthe breach by Seller of the representations and warranties set forth in Sections 3.1, 3.2, and 3.5 of this Agreement, but with respect to Sections 3.1, 3.2 and 3.5, only to the Fundamental Representations, orextent that Buyer has not received all right, title and interest in the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Purchased Stock.

No amountLimitations. Notwithstanding Section 11.1, the Sellers shall be payablenot have any obligation to aindemnify Buyer Indemnified Party hereunder in satisfaction ofwith respect to any claim unless andLosses # until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claimsthat Buyer suffered, sustained, incurred or paid or are required to pay exceeds or may exceed One Hundred Thousand Dollars ($100,000) (the “Threshold”), at which point the Sellers shall be obligated to indemnify Buyer from and includingagainst all Losses relating back to the first dollardollar, # in excess of all such Losses but subject$1,000,000 in the aggregate (the “Cap”) or # with respect to any matter related to Sellers with respect to which Buyer was aware in reasonable detail prior to Closing; provided, the other limitation contained herein; provided, however, thatforegoing notwithstanding, the Threshold and Cap shall not apply to any Losses resulting from, arising out ofof, resulting from or relatingrelated to breachesthe breach by Sellers of the representations and warranties set forth in Sections 3.1, 3.2, and 3.5 of this Agreement, but with respect to Sections 3.1, 3.2 and 3.5, only to the Fundamental Representations, orextent that Buyer has not received all right, title and interest in the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Purchased Stock.

No amountwith respect to any claim for indemnification pursuant to Section 8.01(a)(i), only if the aggregate Indemnifiable Losses to all Indemnified Buyer Entities with respect to all such claims exceeds $3,500,000 (the “Deductible”) whereupon (subject to the provisions of clauses (ii) and (iii) below) Seller shall be payableobligated to a Buyer Indemnified Party hereunderpay in satisfactionfull all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the other limitation contained herein;Deductible; provided, however, that the ThresholdDeductible shall not apply to any Losses resulting from, arising outindemnification obligation of or relatingSeller related to breachesany breach of any of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Seller Specified Representations;