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. 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. 28 10.4 Survival of Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 10.5
Threshold Amounts. Notwithstanding anything to the contrary herein, the parties agree that no adjustments shall be made to the Base Purchase Price under the terms of this Agreement unless and until the aggregate Defect Amount is equal to or greater than $4,000.
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. 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. Claims arising from any Limited Indemnification Events that involve Losses of less than $50,000 (the “Threshold Amount”) shall not be entitled to indemnification under this Article VII and shall not be counted toward satisfaction of the Deductible and any such claims (or series of related claims) that involve Losses equal to or greater than the Threshold Amount shall be counted toward the satisfaction of Deductible and, once the Deductible has been satisfied, shall be entitled to indemnification as set forth in this Article VII. Notwithstanding anything to the contrary contained in this Agreement, (A) the omission of items involving amounts less than or equal to the Threshold Amount from the Disclosure Schedules to this Agreement shall not constitute a breach of Article III of this Agreement by the Company, and (B) Losses arising from or related to any of the Unlimited Indemnification Events shall be entitled to indemnification under this Article VII regardless of the amount of such Losses.
Threshold Amounts. (a) The Xxxxx Holders will have no liability (for indemnification or otherwise) with respect to claims under this Article V until the total of all Damages with respect to all such matters reaches or exceeds $75,000 in the aggregate and then only for the excess above such amount; provided, however, that the Xxxxx Holders will be liable for all Statute Claims from the first dollar incurred.
(b) The Xxxxxxx Holders will have no liability (for indemnification or otherwise) with respect to claims under this Article V until the total of all Damages with respect to all such matters reaches or exceeds $75,000 in the aggregate and then only for the excess above such amount; provided, however, that the Xxxxxxx Holders will be liable for all Statute Claims from the first dollar incurred.
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").
