Threshold Amount Sample Clauses
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.
Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a), an Indemnified Party may not recover any Losses under clause (a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying Losses under Section 7.2 in excess of $100,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and Parent as provided in Section 7.5(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses (i) incurred pursuant to clauses (b), (c), (d), (e), and (f) of Section 7.2, (ii) resulting from any breach of a representation or warranty contained in any Fundamental Representation, or (iii) related to any fraud, intentional misrepresentation or willful breach.
Threshold Amount. The Threshold Amount for the Subject Leased Property shall be $ .
Threshold Amount. For purposes of Section 5(j) of the Terms: Party A’s Threshold Amount is zero ($0) unless otherwise specified in this Part VI. Party B’s Threshold Amount is zero ($0) unless otherwise specified in this Part VI.
Threshold Amount. Except as otherwise provided in Section 10.5(c) below, the Seller will not have any liability to the Buyer Indemnified Parties pursuant to the indemnification obligations of Section 10.2(a)(ii) above, and the Buyer will not have any liability to the Seller Indemnified Parties pursuant to the indemnification obligations of Section 10.3 above, as the case may be, for Losses payable pursuant to their respective indemnification obligations until the total of all such Losses incurred by the Indemnified Party pursuant to this Agreement collectively exceeds $100,000 in the aggregate (the “Threshold Amount”), and then (subject to the terms of this Section 10.5) such indemnification by the Indemnifying Party shall apply to all such Losses (including the Threshold Amount) incurred pursuant to this Agreement.
Threshold Amount. During the Letter Effective Period, the “Threshold Amount” as defined in the Program Agreement is Thirty-Eight Million Five Hundred Thousand Dollars ($38,500,000). Following the Letter Expiration Date, the Threshold Amount is [****]. Following the Letter Expiration Date, Bank will designate Accounts as Transferable Excess Accounts in order to reduce the total Receivables held by Bank (other than Receivables already designated as Transferable Excess Receivables) to an amount less than the Threshold Amount, using a methodology mutually agreed by the Parties.
Threshold Amount. No liability of the Company under Section 5.01 shall arise, and no Investor Indemnitee will be entitled to indemnification from the Company, unless and until the cumulative amount of such Indemnified Liabilities or Indemnified Securities Liabilities allegedly due to it under Section 5.01 exceeds $250,000 (the “Threshold”).
Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this SECTION 7.3(b), an Indemnified Party may not recover any Losses under SECTION 7.2 unless and until one or more Officer's Certificates (as defined below) identifying such Losses under SECTION 7.2 in excess of $200,000 in the aggregate (the "THRESHOLD AMOUNT") has or have been delivered to the Escrow Agent or the Stockholder Representative (as defined IN SECTION 7.4 hereof) as provided in SECTION 7.3(f) hereof, in which case Parent shall be entitled to recover all Losses so identified. Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses resulting from any breach of representation or warranty contained in SECTION 2.2 (Company Capital Structure) or in SECTION 2.10 (Tax Matters) hereof, (B) any Dissenting Share Payments, (C) any Excess Third Party Expenses, and (D) Losses resulting from the failure of any Stockholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of SECTION 7.3(j) hereof or Independent Accounting Firm Expenses pursuant to SECTION 5.5 hereof. Losses not subject to the Threshold Amount shall not be included in determining whether the Threshold amount has been exceeded. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent in good faith: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.
Threshold Amount. “Threshold Amount” for the purposes of the “Cross Default” provision of Section 5(a)(vi) shall be, in respect of Party B, USD 10,000,000.