Threshold Limitation. Neither WorldPort nor the WWC Shareholder shall be liable for damages or actions in an amount less than $5,000 in connection with any claim hereunder relating to a single occurrence or event, or for the first $25,000 of aggregate Damages or Actions in connection with all claims hereunder; PROVIDED, HOWEVER, the limitation herein provided shall not apply to any claim by the WWC Shareholder against WorldPort for failure to pay the full amount of the purchase price (including, without limitation, the distribution of WorldPort common stock as provided in the Escrow Agreement).

Threshold Limitation. (a) Subject to Section 6.3(c), the Selling Shareholders shall not be required to make any indemnification payment pursuant to Section 6.2 for any Breach of any of their 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 $150,000 in the aggregate, provided that this limitation shall not apply with respect to any claim for indemnity made with respect to any claim subject to Section 6.11. At such time as the total amount of such Damages exceeds $150,000 in the aggregate, the Indemnitees shall be entitled to be indemnified against all Damages arising from any Breach of any representations and warranties in excess of the first $50,000 in Damages, which shall be a deductible.

Threshold Limitation. Except with respect to claims for breaches of representations or warranties contained in Sections 4.1, 4.2, 4.3, 4.6, 4.18 and 4.25 (as to which the aggregate the aggregate amount of all Claims actually paid by an Indemnifying Party shall not exceed the Purchase Price), an Indemnified Party shall not be entitled to indemnification under this Article 10 for breaches of representations and/or warranties unless the aggregate of the Indemnifying Party’s indemnification obligations under this Article 10 for breaches of representations and/or warranties (but for this Section 10.5(b)) exceeds one percent (1%) of the Cash Purchase Price; it being understood that the Indemnified Party shall be entitled to indemnification for all Claims in excess of such amount.

Threshold Limitation. Except with respect to claims for breaches of Fundamental Representations (as to which the limitations in this Section 6.5(b) shall not apply), an Indemnified Party shall not be entitled to indemnification under Section 6.1(a) for breaches of representations and/or warranties unless the aggregate of the Indemnifying Party’s indemnification obligations under this Article 6 for breaches of representations and/or warranties (but for this Section 6.5(b)) exceeds One Hundred Twenty Five Thousand Dollars ($125,000) (the “Basket”); at which point the Indemnifying Party shall satisfy all such indemnification obligations minus 50% of the Basket; provided, however, that the Indemnifying Party and its Affiliates in any event shall have no liability hereunder to an Indemnified Party and its Affiliates for any Claims under Section 6.1(a) for breaches of representations and/or warranties that individually total less than Five Thousand Dollars ($5,000) (“De Minimis Losses”), provided, further, however, that all De Minimis Losses shall count towards the Basket, and, upon exceeding the Basket, the Indemnifying Party shall be responsible for such Basket (including the De Minimis Losses counted therein) in accordance with and subject to the limitations set forth in this Article 6.

Threshold Limitation. Notwithstanding any provision of this Article 6 to the contrary, no claim for indemnification may be brought by an Indemnified Party unless and until such party has become subject to, or incurred liability for, Claims totaling no less than Eighty Thousand Dollars ($80,000) in the aggregate (the "Indemnification Threshold"). Once an Indemnified Party has satisfied the Indemnification Threshold, such party shall be eligible to receive indemnification for all Claims in accordance with the terms and conditions of this Article 6.

Threshold Limitation. (i) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnified Party may recover any Losses pursuant to a claim for indemnification under or pursuant to clause (i) of Section 8.2(a) unless and until the aggregate amount of Losses for which the Indemnified Parties are entitled to indemnification pursuant to clause (i) of Section 8.2(a) exceeds Thirty Thousand ($30,000) (the “Threshold Amount”) at which time the Indemnified Parties shall be entitled to indemnification for the full amount of all such Losses (including the $30,000 referred to in this Section). For purposes of clarity, the Threshold Amount limitation set forth in this Section 8.2(c)(i) shall not apply to any claims under clauses (ii) through (viii) of Section 8.2(a), inclusive.

Related to Threshold Limitation

Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.
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).
Lockup Period Limitation Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which certain shareholders may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will not sell or contract to sell or grant an option to buy or otherwise dispose of this option or any of the underlying shares of Common Stock without the prior written consent of the underwriter(s) or its representative(s).
Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.
ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.
Other Limitations Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:
Transaction Limitations The Account balance may never be less than the principal owed on the obligation secured by this Account plus all accrued interest and fees. If You exceed these limitations, Your Account may be subject to closure by the Credit Union. SPECIFIC TERMS APPLICABLE TO YOUR MONEY MARKET ACCOUNT Tiered Variable Rate Information. This Account is subject to a Tiered Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying Account Disclosure Rate Supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. The minimum balance required to open this Account is $1,000.00. SPECIFIC TERMS APPLICABLE TO YOUR HIGH YIELD MONEY MARKET ACCOUNT Tiered Variable Rate Information. This Account is subject to a Tiered Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying Account Disclosure Rate Supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. The minimum balance required to open this Account is $25,000.00. SPECIFIC TERMS APPLICABLE TO YOUR BASIC BUSINESS CHECKING ACCOUNT Dividend Information. No dividends are paid on this Account. Minimum Balance Requirements. No minimum balance requirements apply to this Account. Transaction Limitations. No transaction limitations apply to this Account. SPECIFIC TERMS APPLICABLE TO YOUR BUSINESS MONEY MARKET CHECKING ACCOUNT Tiered Variable Rate Information. These Accounts are subject to a Tiered Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying Account Disclosure Rate Supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. No minimum balance requirements apply to this Account. Transaction Limitations. No transaction limitations apply to this Account. SPECIFIC TERMS APPLICABLE TO YOUR ONE TIME BUMP CERTIFICATE ACCOUNT Fixed Rate Information. This Account is subject to a Fixed Rate. For the current dividend rate and corresponding APY, refer to the accompanying Account Disclosure Rate Supplement which We have included with and made a part of this Disclosure. After establishing Your Account, You may make one request to have Your One Time Bump Certificate Account rate increased to a rate equal to that of a regular Certificate Account having the same term to maturity as Your original term. In that event, Your original term to maturity will remain unchanged, and the increased rate will only apply to the remaining term of Your Account.
Warranty Limitation We do not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in hardware and Software combinations other than as expressly required by us in the Product specifications or that Software will meet your requirements.
No Limitations, Etc (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

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