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THRESHOLD; CAP Sample Clauses

THRESHOLD; CAP. (a) ONEOK shall not be required to make any indemnification payment in respect of any claim or series of substantially related claims made pursuant to Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of this Agreement, or pursuant to Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase Agreement, unless the amount of any Damages that have been directly or indirectly suffered or incurred by any one or more of the Northern Border Indemnitees or to which any one or more of the Northern Border Indemnitees has or have otherwise become subject with respect to such claim (or such substantially related claims) exceeds $100,000 (the “Minimum Claim Amount”). In addition, ONEOK shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of this Agreement, or pursuant to Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase Agreement, until such time as the total amount of all individual claims exceeding the Minimum Claim Amount (such total amount, the “Aggregate Northern Border Damages”) exceeds $45,000,000 in the aggregate (the “Indemnity Threshold”). If the total amount of such Aggregate Northern Border Damages exceeds the Indemnity Threshold, then, subject to Section 9.3(b), the Northern Border Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all Aggregate Northern Border Damages in excess of the Indemnity Threshold. The NBP Partnerships shall not be required to make any indemnification payment in respect of any claim (or series of substantially related claims) made pursuant to Section 9.2(b) of this Agreement or pursuant to Section 9.2(b) of the Northern Border Purchase Agreement unless the amount of any Damages that have been directly or indirectly suffered or incurred by any one or more of the ONEOK Indemnitees or to which any one or more of the ONEOK Indemnitees has or have otherwise become subject with respect to such claim (or such substantially related claims) exceeds the Minimum Claim Amount. In addition, the NBP Partnerships shall not be required to make any indemnification payment pursuant to Section 9.2(b) of this Agreement or pursuant to Section 9.2(b) of the Northern Border Purchase Agreement until such time as the total amount of all individual claims exceeding the Minimum Claim Amount (such total amount, the “Aggregate ONEOK Damages”) exceeds the Indemnity Threshold. If the total amount of su...
THRESHOLD; CAP. 8.5.1 Each of the Sellers shall only be liable for any Losses arising from any breach of Guarantee Statements if such Losses, in each individual case, exceed an amount of EUR 50,000, and then only to the extent that all Losses, in the aggregate, exceed an amount of EUR 400,000 (hereinafter referred to as the “Threshold”), in which case the entire amount, not only the amount exceeding the Threshold, shall be recoverable by the Purchaser. 8.5.2 The overall and aggregate liability of the Sellers with respect to any claims for any breach under or in connection with this Agreement shall be limited to an aggregate amount of 30 % of the Initial Purchase Price. 8.5.3 The limitations set forth in Section 8.5.1 and Section 8.5.2 do not apply to Breaches of the Guarantee Statements in Section 6.2.4 through 6.2.7, Section 6.3.1 through Section 6.3.3 (Particulars of the Shares) and Section 6.9 (Taxes) as well as to the indemnities in Section 7.2. for which the overall and aggregate liability of the Sellers shall be limited to the Initial Purchase Price and to Section 6.2.1. through Section 6.2.3 for which the overall and aggregate liability of the Sellers shall be limited to the Initial Purchase Price plus 20%.
THRESHOLD; CAP. (a) Seller shall not be required to make any indemnification payment pursuant to Section 6.2 for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate. At such time as the total amount of such Damages exceeds $25,000 in the aggregate, the Indemnitees shall be entitled to be indemnified against such Damages above $25,000, but only to the extent of the Escrow Shares and, to the extent permitted by the Escrow Agreement, the Contingent Shares, and only to the extent that such Damages have not already been actually paid to such Indemnitees from insurance proceeds.
THRESHOLD; CAP. (a) Except as provided in Section 5.03(b) below, (i) the Quest Subsidiaries shall have no obligation to indemnify Investor with respect to breaches of the Quest Subsidiaries' representations and warranties hereunder unless the Liabilities relating to or arising out of such breaches, in the aggregate, exceed $250,000, it being understood that such amount is a threshold, and not a deductible; and (ii) the Quest Subsidiaries' indemnity obligation to Investor shall in no event exceed $30,000,000. (b) The threshold and cap on the Quest Subsidiaries' indemnity obligation provided in Section 5.03(a) shall not apply to claims by Investor for indemnification from Liabilities relating to or arising out of breaches of the Quest Subsidiaries' representations and warranties in Section 4.04(d) or to claims of the types specified in Sections 5.02(a)-(d) and 5.02(f) above.

Related to THRESHOLD; 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.

  • Thresholds The threshold of a sample to constitute a positive result alcohol, drugs, or their metabolites is contained in the standards of one of the programs listed in MN Statute §181.953, subd 1. The employer shall, not less than annually, provide the unions with a list or access to a list of substances tested for under this LOA and the threshold limits for each substance. In addition, the employer shall notify the unions of any changes to the substances being tested for and of any changes to the thresholds at least thirty (30) days prior to implementation.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • 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.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Collateral Threshold If the Parties have in place between them an Edison Electric Institute Master Power Purchase and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specified, then the Party to whom such amount would be owed, on any Business Day, may request that owing Party to provide Performance Assurance in an amount equal to the amount of such excess, less any Performance Assurance already posted. Such Performance Assurance will be provided within three Business Days of the date of request. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cash, if there has been a reduction in the amount of such excess, the posting Party may request that such Performance Assurance be reduced correspondingly by the amount of such excess, if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request is an Event of Default. For purposes of this Section, the Termination Payment will be calculated pursuant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and include the net amount of all amounts owed but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

  • Minimum Availability Borrower shall have minimum availability immediately following the initial funding in the amount set forth on the Schedule.