Common use of Threshold; Cap Clause in Contracts

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 such Aggregate ONEOK 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 ONEOK Damages in excess of the Indemnity Threshold. (b) The maximum liability of ONEOK under Section 9.2(a)(i)(A) or (B) and Section 9.2(a)(ii) of this Agreement and under Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase Agreement, taken in the aggregate, shall be $360,000,000 (the "ONEOK Indemnity Cap"). The maximum liability of the NBP Partnerships under Section 9.2(b) of this Agreement and under Section 9.2(b) of the Northern Border Purchase Agreement, taken in the aggregate, shall be $198,000,000 (the "Northern Border Indemnity Cap"). (c) The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to any of the matters described in Sections 1.5 (Working Capital Adjustment), 2.1 (Organization and Authority of ONEOK), 2.2 (Organization, Authority and Qualification of the Entities), 2.3 (Capital of Companies; Beneficial Ownership), 2.4 (Subsidiaries), 3.1 (Organization and Authority of Northern Border) and 3.2 (Capitalization).

Threshold; Cap. (a) ONEOK The Shareholders 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)(A9.2(a) for any inaccuracy in or (B) or breach of any of their representations and warranties set forth in 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 2 until such time as the Northern Border Purchase Agreement, unless the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any Damages other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Northern Border Indemnitees Indemnitees, or to which any one or more of the Northern Border Indemnitees has or have otherwise become subject subject, exceeds $100,000 in the aggregate and then only to the extent such Damages exceed $100,000; provided, however, that with respect to such claim (or such substantially related claims) exceeds $100,000 (Damages arising from a breach of the "Minimum Claim Amount"). In additionwarranty set forth in Section 2.23 of this Agreement, ONEOK the Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i)(A9.2(a) or when such Damages exceed $1.00. (B) or Section 9.2(a)(ii) of this AgreementFor example, 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 if the total amount of such Aggregate Northern Border Damages exceeds were $150,000, then 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 the amount of $50,000.) In no event will the Indemnity Threshold. The NBP Partnerships shall not Indemnitees be required obligated to make any indemnification payment in respect excess of 60% of the total consideration received by the Shareholders ("Indemnity Cap"); provided, such Indemnity Cap shall not apply to any claim (or series Damages arising from a breach of substantially related claims) made pursuant to the warranty set forth in Section 9.2(b) 2.23 of this Agreement or pursuant to Section 9.2(b) of and further provided that the Northern Border Purchase Agreement unless Indemnity Cap shall be increased by the amount of any Damages that have been directly related to a breach of a representation or indirectly suffered or incurred warranty by any one or more a Shareholder where such Shareholder had actual knowledge of the ONEOK Indemnitees falsity of such representation or warranty when made or would have had such knowledge if the Shareholder failed to which any one or more make inquiry. For purposes 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 additionthis Section 9.3, the NBP Partnerships shall not be required to make any indemnification payment pursuant to Section 9.2(b) actual knowledge 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 such Aggregate ONEOK Damages exceeds the Indemnity Threshold, then, subject to Section 9.3(b), the Northern Border Indemnitees each Shareholder arising from inquiry shall be entitled imputed to be indemnified against each other Shareholder and compensated the inquiry of corporate records and reimbursed for all Aggregate ONEOK Damages in excess personnel of the Indemnity Threshold. (b) The maximum liability of ONEOK under Section 9.2(a)(i)(A) or (B) and Section 9.2(a)(ii) of this Agreement and under Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase Agreement, taken in the aggregate, each Shareholder shall be $360,000,000 (the "ONEOK Indemnity Cap"). The maximum liability of the NBP Partnerships under Section 9.2(b) of this Agreement and under Section 9.2(b) of the Northern Border Purchase Agreement, taken in the aggregate, shall be $198,000,000 (the "Northern Border Indemnity Cap")imputed to each other Shareholder. (c) The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to any of the matters described in Sections 1.5 (Working Capital Adjustment), 2.1 (Organization and Authority of ONEOK), 2.2 (Organization, Authority and Qualification of the Entities), 2.3 (Capital of Companies; Beneficial Ownership), 2.4 (Subsidiaries), 3.1 (Organization and Authority of Northern Border) and 3.2 (Capitalization).

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)(ii9.2(a) 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 Contribution 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)(ii9.2(a) 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 Contribution 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 Northern Border 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 Contribution 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 Northern Border 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 Contribution 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 such Aggregate ONEOK 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 ONEOK Damages in excess of the Indemnity Threshold. (b) The maximum liability of ONEOK under Section 9.2(a)(i)(A) or (B) and Section 9.2(a)(ii9.2(a) of this Agreement and under Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase of the Contribution Agreement, taken in the aggregate, shall be $360,000,000 (the "“ONEOK Indemnity Cap"”). The maximum liability of the NBP Partnerships Northern Border under Section 9.2(b) of this Agreement and of both NBP and NBILP under Section 9.2(b) of the Northern Border Purchase Contribution Agreement, taken in the aggregate, shall be $198,000,000 (the "“Northern Border Indemnity Cap"”). (c) The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to any of the matters described in Sections 1.5 1.4 (Working Capital Adjustment), 2.1 (Organization and Authority of ONEOK), 2.2 (Organization, Authority and Qualification of the Entities), 2.3 (Capital of Companies; Beneficial Ownership), 2.4 (Subsidiaries), ) and 3.1 (Organization and Authority of Northern Border) and 3.2 (Capitalization).

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)(ii9.2(a) 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 Contribution 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)(ii9.2(a) 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 Contribution 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 Northern Border 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 Contribution 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 Northern Border 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 Contribution 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 such Aggregate ONEOK 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 ONEOK Damages in excess of the Indemnity Threshold. (b) The maximum liability of ONEOK under Section 9.2(a)(i)(A) or (B) and Section 9.2(a)(ii9.2(a) of this Agreement and under Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase of the Contribution Agreement, taken in the aggregate, shall be $360,000,000 (the "ONEOK Indemnity Cap"). The maximum liability of the NBP Partnerships Northern Border under Section 9.2(b) of this Agreement and of both NBP and NBILP under Section 9.2(b) of the Northern Border Purchase Contribution Agreement, taken in the aggregate, shall be $198,000,000 (the "Northern Border Indemnity Cap"). (c) The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to any of the matters described in Sections 1.5 1.4 (Working Capital Adjustment), 2.1 (Organization and Authority of ONEOK), 2.2 (Organization, Authority and Qualification of the Entities), 2.3 (Capital of Companies; Beneficial Ownership), 2.4 (Subsidiaries), ) and 3.1 (Organization and Authority of Northern Border) and 3.2 (Capitalization).

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 such Aggregate ONEOK 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 ONEOK Damages in excess of the Indemnity Threshold. (b) The maximum liability of ONEOK under Section 9.2(a)(i)(A) or (B) and Section 9.2(a)(ii) of this Agreement and under Section 9.2(a)(i)(A) or (B) or Section 9.2(a)(ii) of the Northern Border Purchase Agreement, taken in the aggregate, shall be $360,000,000 (the "“ONEOK Indemnity Cap"”). The maximum liability of the NBP Partnerships under Section 9.2(b) of this Agreement and under Section 9.2(b) of the Northern Border Purchase Agreement, taken in the aggregate, shall be $198,000,000 (the "“Northern Border Indemnity Cap"”). (c) The limitations set forth in Section 9.3(a) and Section 9.3(b) shall not apply to any of the matters described in Sections 1.5 (Working Capital Adjustment), 2.1 (Organization and Authority of ONEOK), 2.2 (Organization, Authority and Qualification of the Entities), 2.3 (Capital of Companies; Beneficial Ownership), 2.4 (Subsidiaries), 3.1 (Organization and Authority of Northern Border) and 3.2 (Capitalization).