Threshold; Cap Sample Clauses
The "Threshold; Cap" clause sets financial limits on liability or obligations under a contract. Typically, a threshold establishes a minimum amount of loss or damage that must be reached before one party is required to compensate the other, while a cap sets the maximum amount that can be claimed or paid. For example, a contract might state that a party is only liable for damages exceeding $10,000 (the threshold), and that total liability cannot exceed $100,000 (the cap). This clause is essential for managing and allocating risk between parties, ensuring that neither side faces unlimited or disproportionate financial exposure.
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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. (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.
Threshold; Cap. No indemnification claims may be made by any party under this Agreement, in the aggregate, until the applicable Losses, in the aggregate, exceed Thirty Thousand and 00/100 Dollars ($30,000.00) (the “Minimum Indemnification Threshold”), in which case the Indemnitor shall have an indemnification payment obligation for such Losses including the Minimum Indemnification Threshold. In no event shall any party and/or their affiliates, in the aggregate, be liable for any indemnification claims under this Agreement and the OTAs in excess of the aggregate amount of Six Million and 00/00 Dollars ($6,000,000.00).
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. 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%.