Threshold Amounts. In the event that a Threshold Amount has been agreed for a Party in Clause 14.2, that Party shall be obliged to transfer pursuant to Clause 3 or Clause 4 only if the Exposure of the other Party minus any Independent Amount of such Party, in addition to the first Party’s Independent Amount if any, is at least equal to the Threshold Amount.
Threshold Amounts. Notwithstanding anything to the contrary herein, the parties agree that no indemnification obligation (other than that arising as a result of the Wolf Creek Fire) shall arise under the terms of this Agreement unless and until the aggregate value of all such indemnification obligations is equal to or greater than $2,000,000, whereupon the obligation to indemnify shall include the full amount of such liability or claim. The full amount of any liability or loss to KNPC arising out of the Wolf Creek Fire shall be borne by KNE.
Threshold Amounts. (a) The Purchaser shall not be entitled to indemnification by any Sellers under Section 10.1(b) in respect of any Losses, unless and until the aggregate amount of all such Losses exceeds an amount equal to of the Purchase Price received by such Seller’s Allocable Portion (the “Threshold Amount”), upon which the Purchaser shall be entitled to indemnification only for such Losses in excess of the applicable Threshold Amount.
Threshold Amounts. Except for the Disclosed Claims for which there shall be no threshold amounts, no Selling Shareholder shall have an obligation to indemnify Pioneer, DDS or Merger Subsidiary pursuant to Section 5.1 unless (i) the claim for indemnity is in excess of $5,000 (provided, that claims with respect to accounts receivable, inventory and similar matters shall be aggregated for purposes of meeting the $5,000 amount) and (ii) the aggregate of all claims made by Pioneer, DDS or Merger Subsidiary is in excess of $150,000. In the event the $150,000 aggregate threshold on liability for indemnification in clause (ii) above is satisfied, each Selling Shareholder shall thereafter be liable (subject to clause (i) above) for the entire amount of all subsequent claims against him or her, but subject to the limitations on recovery as provided in this Section.
Threshold Amounts. Notwithstanding the other provisions of this Section 9, the Company Stockholders shall not be obligated to indemnify any Parent Indemnified Person with respect to any claim for Damages pursuant to Section 9.2(a)(i) unless and until the aggregate amount that the Parent Indemnified Persons are entitled to receive thereunder in the absence of this clause exceeds $42,000 (the “Stockholder Basket”). At such time that the aggregate amount recoverable by the Parent Indemnified Persons from the Escrow Fund exceeds the Stockholder Basket, the Parent Indemnified Persons shall only be entitled to recover the aggregate amount in excess of the Stockholder Basket (in no event shall the Company Stockholders be obligated to provide indemnification for any dollar amount below the Stockholder Basket). Notwithstanding the other provisions of this Section 9, the Parent shall not be obligated to indemnify any Stockholder Indemnified Person with respect to any claim for Damages pursuant to Section 9.2(b) unless and until the aggregate amount that the Stockholder Indemnified Persons are entitled to receive in the absence of this clause exceeds $42,000 (the “Parent Basket”). At such time that the aggregate amount recoverable by the Stockholder Indemnified Persons exceeds the Parent Basket, the Stockholder Indemnified Persons shall only be entitled to recover the aggregate amount in excess of the Parent Basket (in no event shall the Parent be obligated to provide indemnification for any dollar amount below the Parent Basket).
Threshold Amounts. For the one year period beginning on the first Semi-Annual Free Cash Flow Payment Date to but excluding the third Semi-Annual Free Cash Flow Payment Date, $0. For the one year period beginning on the third Semi-Annual Free Cash Flow Payment Date to but excluding the fifth Semi-Annual Free Cash Flow Payment Date, $7,600,000. For the one year period beginning on the fifth Semi-Annual Free Cash Flow Payment Date to but excluding the seventh Semi-Annual Free Cash Flow Payment Date, $6,800,000. For the one year period beginning on the seventh Semi-Annual Free Cash Flow Payment Date to but excluding the ninth Semi-Annual Free Cash Flow Payment Date, $7,200,000. For the one year period beginning on the ninth Semi-Annual Free Cash Flow Payment Date to but excluding the eleventh Semi-Annual Free Cash Flow Payment Date, $7,000,000. Each one year period thereafter, $12,900,000. Schedule X (Section 7.09)
Threshold Amounts. Notwithstanding any provision contained herein to the contrary, an Indemnified Party will have no obligation to indemnify an Indemnified Party pursuant to Section 4.2(a) for any Losses until the aggregate amount of such Losses exceeds on a one time basis, $50,000 (the "Threshold Amount").
Threshold Amounts. No indemnification shall be payable to any Buyer Indemnified Party pursuant to Section 16.2.1 or Section 16.2.4 (excluding claims relating to the Title Representations or the Fundamental Representations, which shall not be subject to or limited by the provisions of this Section 16.4.2) (a) with respect to any occurrence or matter relating to the Refinery Business, the Refinery Assets, the Cogen Company Business, the Cogen Company Interests or the Cogen Company Assets, unless and until the total of all Losses for which the Sellers would otherwise have an indemnification obligation under Sections 16.2.1 and 16.2.4 exceeds ten million dollars ($10,000,000) in the aggregate (the “Refinery Threshold Amount”), whereupon the Buyer Indemnified Party may claim indemnification only for the amount of such Losses, or portion thereof, in excess of such Refinery Threshold Amount, or (b) with respect to any occurrence or matter relating to the Non-Refinery Assets, unless and until the total of all Losses for which the Sellers would otherwise have an indemnification obligation under Sections 16.2.1 and 16.2.4 exceeds three million dollars ($3,000,000) in the aggregate (the “Non-Refinery Threshold Amount”), whereupon the Buyer Indemnified Party may claim indemnification only for the amount of such Losses, or portion thereof, in excess of such Non-Refinery Threshold Amount. For the avoidance of doubt, and subject to Section 16.4.7, if the amount of Losses with respect to an occurrence or matter (or series of related occurrences or matters) exceeds the Refinery De Minimis Amount or Non-Refinery De Minimis amount, as applicable, the Buyer Indemnified Party may apply the total of all such Losses in determining whether the Refinery Threshold Amount or Non-Refinery Threshold has been met;
Threshold Amounts. Any and all claims based on a Buyer Indemnification Event that involve Losses of less than $5,000 shall not be entitled to indemnification under this Article VIII and shall not be counted toward satisfaction of the Deductible.
Threshold Amounts. (a) Sellers shall not be liable for any Losses pursuant to Section 8.1 (a) or Section 8.1 (c) which, individually considered, are lower than an amount equal to $250,000 (the “Threshold Amount”). Any Losses pursuant to Section 8.1 (a) or Section 8.1 (c) not exceeding the Threshold Amount shall be considered non-indemnifiable Losses under this Agreement; provided, however, that a series of claims or multiple claims for Losses arising out of the same or substantially the same set of facts or circumstances shall be deemed to have arisen from a single event subject to indemnification for purposes of determining the foregoing Threshold Amount. Notwithstanding anything contained in this Agreement to the contrary, the Threshold Amount limitation shall not apply to (i) claims for Losses made by the Buyer Indemnified Persons pursuant to any of the Company Fundamental Representations or Seller Fundamental Representations, (ii) claims for Losses made by the Buyer Indemnified Persons pursuant to Section 8.1 (b), Section 8.1 (d) and Section 8.1 (e), and (iii) claims for Losses arising out of Fraud.
