Threshold Limitation Sample Clauses
A Threshold Limitation clause sets a minimum level or amount that must be reached before certain contractual obligations, liabilities, or remedies are triggered. In practice, this means that a party is not responsible for losses, damages, or claims unless they exceed a specified threshold, such as a monetary amount or a percentage of the contract value. This clause helps prevent minor or insignificant claims from being pursued, ensuring that only substantial issues are addressed and reducing administrative burdens for both parties.
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. 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. Except with respect to claims for breaches of representations or warranties contained in Sections 3.1(f), 3.2, 3.3, 3.6, 3.12(c), 3.13(a), 3.24, 3.26, 4.2 and 4.3 (as to which the limitation in this Section 6.5(b) shall not apply), an Indemnified Party shall not be entitled to indemnification under this Article 6 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 Three Hundred Thousand Dollars ($300,000); but in such event, the Indemnified Party shall be entitled to indemnification in full for all breaches of representations and/or warranties.
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.
(b) Subject to Section 6.3(c), the Selling Shareholders shall have no liability with respect to the matters described in Section 6.2 (whether arising from a third party claim or otherwise) to the extent total payments made by the Selling Shareholders with respect to such matters (excluding any Damages or Losses paid by ▇▇▇▇ pursuant to Section 6.11) exceed $3,000,000.
(c) The limitation on the Selling Shareholders' obligations that is set forth in Section 6.3(a) or 6.3(b) shall not apply to (i) any Breach of any of the Specified Representations, or (ii) any Breach arising directly or indirectly as a result of reckless or willful misconduct on the part of any director, officer, management employee, or other Representative of MS or any of the Selling Shareholders on or prior to the Closing Date.
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.
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.