Deductible, Threshold and Cap Sample Clauses

Deductible, Threshold and Cap. (a) Notwithstanding anything to the contrary set forth herein, Seller shall not have any obligation or liability for indemnification under Section 11.2(a) (except for breaches of the representations and warranties set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.1(d), 4.1(f), 4.1(h), 4.1(u)(i), 4.1(u)(ii), and 4.1(u)(vi)) for: (i) any individual indemnity claim against Seller under this Article XI, the amount of which does not exceed fifty thousand dollars ($50,000) (the “Indemnity Threshold”); (ii) any individual indemnity claim against Seller that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims against Seller that exceed the Indemnity Threshold, exceeds an amount equal to (A) in the case of obligations or liabilities relating to or affecting Properties (other than the Oakfield Interests and the Oakfield Assets), two percent (2%) of the aggregate of the Allocated Values of all Listed Interests and (B) in the case of obligations or liabilities relating to or affecting the Oakfield Interests or the Oakfield Assets, two percent (2%) of the aggregate of the Allocated Values of the Oakfield Assets (provided that if any such obligations or liabilities affect or relate to Seller generally or both (x) Properties (other than the Oakfield Interests or Oakfield Assets), on the one hand, and (y) the Oakfield Interests or Oakfield Assets, on the other hand, the amount of any such obligation or liability shall be allocated between the two deductibles described in the foregoing clauses (A) and (B) pro rata (e.g., based on the proportion that the Purchase Price allocated to the Listed Interests for purposes of clause (A) and the proportion that the Purchase Price allocated to the Oakfield Assets for purposes of clause (B) in each case bears to the total Purchas Price)) (each deductible described in the foregoing clause (A) and clause (B), an “Indemnity Deductible”), and then only with respect to the amount of the indemnity claims against Seller subject to such Indemnity Deductible that exceed such Indemnity Deductible; or (iii) aggregate indemnity claims (to the extent recoverable under the foregoing clauses (i) and (ii)) in excess of (A) in the case of obligations or liabilities relating to or affecting (or allocated to, in accordance with clause (ii)) Properties (other than the Oakfield Interests and the Oakfield Assets), fifteen percent (15%) percent of the aggregate of the Allocated Values of all Listed Intere...
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Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, Seller shall have no obligation or liability for indemnification under Section 11.2 (except for breaches of the representations and warranties set forth in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(e), 4.1(h) and 4.1(j))for (a) any individual indemnity claim under this Article XI, the amount of which does not exceed Sixty Thousand Dollars ($60,000) (the “Indemnity Threshold”); provided, however, that, for purposes of calculating the value of any claim for indemnification under this Section 11.3, an event or related series of events affecting any one Property, or more than one Property, shall be deemed to be a single claim, and/or (b) any individual indemnity claim that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims that exceed the Indemnity Threshold, exceed Seven Million Eighty Thousand Dollars ($7,080,000) (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims that exceed the Indemnity Deductible and that are less than Sixty Million Dollars ($60,000,000) (the “Indemnity Cap”). Notwithstanding anything herein to the contrary, Buyer shall not bring an indemnity claim pursuant to Section 11.2(a) against Seller with respect to a breach of representation claim as a result of the Knowledge of any Person other than Xxxxxxx X. Xxxxxx unless Xxxxx is also bringing an indemnity claim against NPE under the NPE Agreement with respect to the same breach of representation.
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Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, Seller shall have no obligation or liability for indemnification under Section 10.2 (except for breaches of the representations and warranties set forth in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(f) and 3.1(l) or the covenants in Section 6.4 and 6.5) for (a) any individual indemnity claim under this Article X, the amount of which does not exceed fifty thousand dollars ($50,000) (the “Indemnity Threshold”) or (b) any individual indemnity claim that exceeds the Indemnity Threshold, unless and until the aggregate of all such individual indemnity claims that exceed the Indemnity Threshold, exceeds an amount equal to two percent (2%) of the Purchase Price (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims that exceed the Indemnity Deductible and that are less than twenty percent (20%) of the Purchase Price (as adjusted pursuant to the provisions of Section 2.2) (the “Indemnity Cap”).
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Deductible, Threshold and Cap. Notwithstanding anything to the contrary set forth herein, (A) Seller shall have no obligation or liability for indemnification under Section 10.2(a) (except for breaches of covenants or the representations and warranties set forth in Sections 3.1 (a), 3.1(b), 3.1(c) and 3.1(d)) for (a) any individual indemnity claim under this Article X, the amount of which does not exceed five hundred thousand dollars ($500,000) (the “Indemnity Threshold”) or (b) any individual indemnity claim that exceeds the Indemnity th Threshold, unless and until the aggregate of all such individual indemnity claims that exceed the Indemnity Threshold, exceeds an amount equal to two percent (2%) of the Purchase Price (the “Indemnity Deductible”), and then only with respect to the amount of such indemnity claims that exceed the Indemnity Deductible and that are less than ten percent (10%) of the Purchase Price (as adjusted pursuant to the provisions of Section 2.2) (the “10.2(a) Indemnity Cap”), and (B) Seller shall not incur and shall have no obligations or liability for indemnification to any of the Buyer Indemnified Parties, under this Agreement, or in connection with the transactions contemplated hereby, with respect to that portion of the aggregate total of such indemnity claims that exceed the twenty percent (20%) of the Purchase Price (as adjusted pursuant to the provisions of Section 2.2) (the “Aggregate Indemnity Cap”).
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Related to Deductible, Threshold and Cap

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Threshold Amount For purposes of clause (x) of the definition of Event of Default: Party A's Threshold Amount is U.S.D. $10,000,000. Party B's Threshold Amount is U.S.D. $10,000,000.

  • Coverage Limits By requiring insurance, the State of Washington and DSHS do not represent that the coverage and limits required in this Contract will be adequate to protect the Contractor. Such coverage and limits shall not limit the Contractor’s liability in excess of the required coverage and limits, and shall not limit the Contractor’s liability under the indemnities and reimbursements granted to the State and DSHS in this Contract.

  • Deductible An annual deductible of fifty dollars ($50) per person and one hundred fifty dollars ($150) per family applies to State Dental Plan non-preventive services received from in-network providers. An annual deductible of one hundred twenty-five dollars ($125) per person applies to State Dental Plan services received from out of network providers. The deductible must be satisfied before coverage begins.

  • Emergency Thresholds The following matrix presents the emergency thresholds that, if reached by any of the services mentioned above for a TLD, would cause the emergency transition of the Registry for the TLD as specified in Section 2.13 of this Agreement. DNS Service (all servers) 4-hour total downtime / week DNSSEC proper resolution 4-hour total downtime / week EPP 24-hour total downtime / week RDDS (WHOIS/Web-based WHOIS) 24-hour total downtime / week Data Escrow Breach of the Registry Agreement as described in Specification 2, Part B, Section 6.

  • Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by CITY's Risk Manager. At the option of CITY, either; the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officer, employees, agents and contractors; or GRANTEE shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the CITY's Risk Manager.

  • Losses in Excess of the Stated Threshold In the event that the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery sharing percentages set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount.

  • Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence

  • Deductibles and Self-Insured Retention Any deductible or self-insured retention that apply to any insurance required by this Agreement must be declared and approved by COUNTY.

  • Applicable Expense Limit To the extent that the ordinary operating expenses incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Advisor, but excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Advisor to the extent set forth in this Agreement.

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