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.

Limitations. Notwithstanding Section 11.1, the Seller shall not have any obligation to indemnify Buyer with respect to any Losses # until the aggregate amount of all Losses that 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 against all Losses relating back to the first dollar, # in excess of $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 foregoing notwithstanding, the Threshold and Cap shall not apply to any Losses arising out of, resulting from or related to the 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 extent that Buyer has not received all right, title and interest in the Purchased Stock.

Limitations. Notwithstanding Section 11.1, the Sellers shall not have any obligation to indemnify Buyer with respect to any Losses # until the aggregate amount of all Losses that 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 against all Losses relating back to the first dollar, # in excess of $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 foregoing notwithstanding, the Threshold and Cap shall not apply to any Losses arising out of, resulting from or related to the 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 extent that Buyer has not received all right, title and interest in the Purchased Stock.

with 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 obligated to pay in full all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of the amount of the Deductible; provided, that the Deductible shall not apply to any indemnification obligation of Seller related to any breach of any of the Seller Specified Representations;