MINIMUM DAMAGES. No party shall have any obligation or liability to any other party under Section 10 and 11 hereof until the aggregate amount of all Damages for which the Indemnified Party seeks or claims defense or indemnification pursuant to Section 11 (the "INDEMNIFIED DAMAGES") exceeds a threshold of $50,000. Once an Indemnified Party's Indemnified Damages meet or exceed $50,000, such party may seek or claim defense or indemnification for the full amount of Indemnified Damages, less $10,000.
MINIMUM DAMAGES. No party shall have any obligation or liability to any other party under this Section 8 until the aggregate amount of all Damages for which the Indemnified Party seeks or claims defense or indemnification pursuant to this Section 8 (the "INDEMNIFIED DAMAGES") exceeds a threshold of $25,000. Once an Indemnified Party's Indemnified Damages meet or exceed $25,000, such party may seek or claim defense or indemnification for the full amount of Indemnified Damages. However, this Section 8.5 will not apply to any breach of any of Seller's or Member's representations and warranties of which either Seller or Member had knowledge at any time prior to the date on which such representation or warranty is made or any intentional breach by either Seller or Member of any covenant or obligation, and Seller and Member will be jointly and severally liable for all damages with respect to such breach. In addition, this Section 8.6 will not apply to any breach of Purchaser's representations and warranties where Purchaser had knowledge that such representation or warranty was untrue at any time prior to the date on which such representation or warranty is made or any intentional breach by Purchaser of any covenant or obligation, and Purchaser will be liable for all damages with respect to such breach.
MINIMUM DAMAGES. Notwithstanding the provisions contained in this Agreement to the contrary, the provisions of this Section 8.6 shall apply to the remedies available for any material inaccuracy or breach of any representation, warranty or covenant in this Agreement by Purchaser which would be cause for the termination of this Agreement by Seller in accordance with and subject to Article VII hereof. In the event and only the event Seller terminates this Agreement as a result of a breach or default by Purchaser in accordance with Article VII, Purchaser and Seller agree that it would be impractical and extremely difficult to fix the actual damages resulting from such material inaccuracy or breach of any representation, warranty or covenant contained herein. Purchaser and Seller therefore agree that after termination by Seller of this Agreement as a result of such a breach or default, Seller shall be entitled to recover damages for such breach or default, and it shall be conclusively presumed that a reasonable estimate of such damages as a result of all such breaches and defaults shall not be less than $1,000,000.00, on which interest at the Borrowing Rate will accrue from the date of the earliest such breach or default. Purchaser will pay the applicable damages amount together with accrued interest in cash in immediately available funds within twenty (20) days of the date of termination of this Agreement by Seller as a result of such breach or default.
MINIMUM DAMAGES. In the event Censtor wrongfully terminates this Agreement, Censtor acknowledges that IPM's current hourly billing rate is Two Hundred and Fifty Dollars ($250).
MINIMUM DAMAGES. The Parties agree that the levelized energy prices which PGandE pays Seller for the energy which Seller delivers to PGandE is based on the agreed value to PGandE of Seller's energy deliveries during the entire fixed price period. In the event PGandE does not receive such full performance by reason of a termination, Seller shall pay PGandE an amount based on the difference between the net present values, at the time of termination, of the payments Seller would receive at the forecasted energy prices in Table B-1 and the payments Seller would receive at the levelized energy prices, for the remaining years of the fixed price period. This amount shall be calculated by assuming that Seller continued to generate for the remaining years of the fixed price period at a level equal to the average annual energy generation during the period of performance, and by applying the weighted annual average levelized price applicable to Seller's Facility and the weighted annual average forecasted energy prices in Table B-i for the remaining years of the fixed E rice period. The following formula shall be used to make this calculation: Y (Fn)(A)(W) Y (L)(A)(W) P = ---------- - --------- (Sigma) (1.15)n (Sigma) (1.15)n n=1 n=1 where: P = amount due PGandE. Y = number of years remaining in the fixed price period. Fn = weighted annual average forecasted energy price in the ninth year after the breach, failure to perform, or expiration of security, as shown in Table B-1 for the corresponding calendar year. L = weighted annual average levelized energy price applicable to Seller's Facility. A = average annual energy generation by Seller during the period of performance. n = summation index; refers to the nth year following termination. W = percent of Seller's energy payments based on the levelized energy prices, as specified in Article 4.
MINIMUM DAMAGES. (a) In the event the firm Capacity is derated or Seller terminates this Agreement, the quantity by which the firm capacity is derated or the firm capacity shall be used to calculate the payments due PGandE in accordance with Section (d).
MINIMUM DAMAGES. In the event the Merger does not occur due to a breach by the Buyer or the Company, the damages recoverable by the nonbreaching party for such breach shall not be less than $25,000,000. In all events, such remedy shall be in addition to, and not in lieu of, any and all remedies, legal, equitable or other, otherwise available under this Agreement and applicable law.
