Threshold; Deductible Sample Clauses

Threshold; Deductible. Except as provided in this Section 8.5, --------------------- no HDA's Indemnified Person or Selling Parties' Indemnified Person shall be entitled to any recovery in accordance with this Article 8 unless and until the amount of such Losses suffered, sustained or incurred by such party, or to which such party becomes subject, by reason of such inaccuracy, breach or nonfulfillment exceeds $125,000 and then only to the extent of such excess. Indemnification pursuant to this Agreement shall constitute the sole and exclusive monetary remedy of the Parties with respect to any breach of the representations, warranties, covenants or agreements contained in this Agreement or arising out of the transactions contemplated hereby; provided, however, that if the indemnification provisions in this Agreement are unenforceable, any Party may pursue any other remedy, subject in all cases to the $125,000 deductible and $3,500,000 cap set forth in this Section. Notwithstanding any other provision contained in this Agreement or the Ancillary Agreements to the contrary, in no event shall the Selling Parties have any liability for indemnification pursuant to Section 8.2, the other terms of this Agreement or the Ancillary Agreements in an aggregate amount in excess of $3,500,000, except for liabilities relating to the breach of tax representations and warranties, as to which neither the $125,000 deductible nor the $3,500,000 cap apply.
Sample 1
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Threshold; Deductible. Subject to Section 9.3(b), the Effective Time Holders shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i), Section 9.2(a)(ii) or Section 9.2(a)(iii) unless and until (i) each individual claim or series of related claims exceeds $50,000 (the “De Minimis Threshold”) and (ii) any one or more of the Indemnitees have suffered or incurred Damages exceeding $1,000,000 (the “Deductible”) in the aggregate. If the total amount of such Damages exceeds the Deductible, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the amount of Damages exceeding the Deductible.
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Threshold; Deductible. Except as provided in this Section 8.4, no HDA --------------------- Indemnified Person or Existing Member Indemnified Person shall be entitled to any recovery in accordance with clause (a) or (b) of Section 8.1 or clause (a) or (b) of Section 8.2 unless and until the amount of such Losses suffered, sustained or incurred by such party, or to which such party becomes subject, by reason of such inaccuracy or breach or exceeds $75,000 in the aggregate.
Sample 1
Threshold; Deductible. (a) No Indemnity in respect of Indemnifiable Losses shall be owed to the Buyer by the Sellers as long as the cumulative amount of the Indemnifiable Losses accumulated by the Sellers is less than FRF 7,500,000 (seven million five hundred thousand French francs), it being stated that any Indemnifiable Loss of an amount less than FRF 25,000 (twenty five thousand French Francs) will be excluded from the scope of application of the warranty except for any Indemnifiable Loss in relation to claims of an identical nature the amount of each being less than FRF 25,000 (twenty five thousand French Francs) but together exceeding FRF 25,000 which will be treated as one single claim for the purposes of calculating the FRF 25,000 (twenty five thousand French Francs). (b) In the event that the trigger threshold as set forth in Article 9. (a) is exceeded, the indemnification obligation of the Sellers shall be due only for the portion in excess of FRF 2,500,000 (two million five hundred thousand French francs). (c) However, the threshold of FRF 7,500,000 (seven million five hundred thousand French Francs) and the deductible of FRF 2,500,000. (two million five hundred thousand French Francs) provided for in Article 9.1. 3.1. a) and Article
Sample 1
Threshold; Deductible. Except as provided in this Section 8.4, --------------------- no HDA's Indemnified Person or Company's Indemnified Person shall be entitled to any recovery in accordance with this Article VIII unless and until the amount of such Losses suffered, sustained or incurred by such party, or to which such party becomes subject, by reason of such inaccuracy, breach or nonfulfillment exceeds $50,000 and then only to the extent of such excess. Except for willful and intentional fraud, liability for breach of representations and warranties under this Agreement shall not exceed the Purchase Price, except that liability of the Existing Shareholders for breach of the representations and warranties contained in Section 3.4 (Capitalization of the Company), Section 3.5 (Title to Shares), Section 3.11 (Tax Matters) and Section 3.18 (Employee Benefit Plans; Employment Agreements) shall not be subject to the $50,000 deductible or the Purchase Price ceiling.
Sample 1
Threshold; Deductible. Except as provided in this Section 8.6, no --------------------- HDA's Indemnified Person or Company's Indemnified Person shall be entitled to any recovery in accordance with this Article VIII unless and until the amount of such Losses suffered, sustained or incurred by such party, or to which such party becomes subject, by reason of such inaccuracy, breach or nonfulfillment exceeds $100,000 and then only to the extent of such excess. EXCEPT FOR WILLFUL AND INTENTIONAL FRAUD, LIABILITY FOR BREACH OF REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT SHALL NOT EXCEED THE $800,000 ESCROW AMOUNT, EXCEPT THAT LIABILITY OF THE EXISTING SHAREHOLDERS FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.10 (TAX MATTERS) AND SECTION 3.17 (EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS) AND ENVIRONMENTAL LIABILITIES RELATED TO THE PROPERTIES TO BE PURCHASED BY HDA PURSUANT TO THE REAL ESTATE PURCHASE AGREEMENT AND THE ENVIRONMENTAL LIABILITIES DESCRIBED IN SECTION 8.3(C) ABOVE SHALL NOT BE SUBJECT TO THE $800,000 ESCROW AMOUNT CEILING.
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Threshold; Deductible. The first amount to be borne by the participant in respect of each and every occurrence and which shall not be included in any aggregate deductible calculation.
Sample 1
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Threshold; Deductible. Subject to Section 9.3(b), the Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Agreement (other than the representations and warranties contained in Sections 2.4(d) and 2.4(e)): (i) unless the amount of Damages from any individual inaccuracy or breach (or multiple inaccuracies or breaches of the same representation or warranty) (without giving effect to any materiality or similar qualifications limiting the scope of the representations and warranties) exceeds $10,000 (a “Qualifying Claim”); and (ii) until such time as the total amount of all Damages for all Qualifying Claims arising pursuant Section 9.2(a)(i) and Section 9.2(a)(ii) (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other Qualifying Claims resulting from inaccuracies or 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 directly or indirectly become subject, exceeds $150,000 in the aggregate (the “Deductible”). If the total amount of such Damages exceeds the Deductible, then the Indemnitees shall only be entitled to be indemnified against and compensated and reimbursed for the portion of such Damages exceeding the Deductible.
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Related to Threshold; Deductible

  • Deductible An annual deductible of fifty dollars ($50) per person and one hundred fifty dollars ($150) per family applies to State Dental Plan non-preventive services received from in-network providers. An annual deductible of one hundred twenty-five dollars ($125) per person applies to State Dental Plan services received from out of network providers. The deductible must be satisfied before coverage begins.

  • 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).

  • Insurance, Loss Deductible The Customer shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor providing such insurance. Upon request, the Contractor shall furnish the Customer an insurance certificate proving appropriate coverage is in full force and effect.

  • Self-Insured Retention/Deductibles Certificates of Insurance must indicate the applicable deductible/self-insured retention on each policy. Deductibles or self-insured retentions above $100,000 are subject to approval from OGS, which shall not be unreasonably withheld, conditioned or delayed. Vendor and Contractors shall be solely responsible for all claim expenses and loss payments within the deductible or self-insured retention.

  • Losses in Excess of the Stated Threshold In the event that the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery sharing percentages set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount.

  • Deductibles The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Grantee providing such insurance.

  • 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.

  • 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.

  • Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence

  • 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.

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