Aggregate Minimum Claims. 10.4.1 No Seller shall be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty in respect of any claim unless the aggregate amount of all claims for which such Seller would otherwise be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty (disregarding the provisions of this Clause 10.4) exceeds, in the case of Novartis, US$109.5 million, or, in the case of GlaxoSmithKline, US$190.5 million, in which case the relevant Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.4.2 Where the liability agreed or determined in respect of all claims exceeds US$109.5 million (in the case of Novartis) or US$190.5 million (in the case of GlaxoSmithKline) such Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.4.3 For the avoidance of doubt, the Purchaser may give notice of any single claim in accordance with and for the purposes of Clause 10.2, irrespective of whether, at the time the notice is given, the amount set out in Clause 10.4.2 has been exceeded.
Aggregate Minimum Claims. 10.3.1 The Seller shall not be liable under this Agreement for breach of any Seller’s Warranty (other than any Tax Warranty) in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement for breach of any Seller’s Warranty (disregarding the provisions of this Clause 10.3) exceeds 1 per cent of the Headline Amount.
10.3.2 Where the liability agreed or determined in respect of all claims exceeds 1 per cent of the Headline Amount, the Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.3.3 For the avoidance of doubt, the Purchaser may give notice of any single claim in accordance with and for the purposes of Clause 10.1 above, irrespective of whether, at the time the notice is given, the amount set out in Clause 10.3.1 has been exceeded.
Aggregate Minimum Claims. 12.3.1 The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim unless the aggregate amount for which the Seller would otherwise be liable under this Agreement in respect of all Claims made by the Purchaser exceeds one hundred thousand euro (EUR 100,000) and provided that, if that amount is exceeded, subject as provided elsewhere in this Clause 12, the aggregate amount shall be recoverable from the Sellers and not only the excess.
12.3.2 Once the above-mentioned amount has been exceeded, this Clause 12.3 shall no longer apply to subsequent Claims (if any).
Aggregate Minimum Claims. 10.3.1 The Seller shall not be liable for any Seller’s Warranty Claim or Tax Warranty Claim unless the aggregate amount of all Seller’s Warranty Claims and Tax Warranty Claims for which the Seller would otherwise be liable exceeds £3,500,000.
10.3.2 Where the liability agreed or determined in respect of: (i) all Seller’s Warranty Claims and Tax Warranty Claims referred to in Clause 10.3.1; and (ii) all Wider Seller’s Warranty Claims and Wider Tax Warranty Claims exceeds £3,500,000, the liability of the Seller shall include the entire amount (and shall not be limited to the amount of the excess).
Aggregate Minimum Claims. 9.2.1 The Seller shall not be liable under this Agreement for breach of any Warranty in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement for breach of any Warranty (disregarding the provisions of this Clause 9.2) exceeds $1,000,000.
9.2.2 Where the liability agreed or determined in respect of all claims exceeds $1,000,000 subject as provided elsewhere in this Clause 9, the Seller shall be liable for the aggregate amount of all claims as agreed or determined.
Aggregate Minimum Claims. The Seller shall not be liable in respect of any Losses resulting from a Breach of Warranties or breach of Covenants or Losses claimed pursuant to Section 8.6.4, unless the sum of all Losses exceeds EUR 30,000 (thirty thousand Euro), in which case the Seller shall be liable for the entire amount of such Losses and not merely the excess above the amount of EUR 30,000 (thirty thousand Euro). The limitation specified in this Section 8.4 does not apply to the obligations of the Seller pursuant to Section 8.6.2.
Aggregate Minimum Claims. 13.3.1 The Seller shall not be liable for any individual Warranty Claim or a Claim under a Tax Warranty unless the aggregate amount of all Claims which satisfy the Minimum Claim Amount and for which the Seller would be liable in the absence of this Clause 13.3.1, exceeds [***].
13.3.2 Where the liability Determined in respect of all Claims which satisfy the Minimum Claim Amount exceeds [***], the Seller shall be liable for the aggregate amount of all such Claims as Determined and not just the excess.
Aggregate Minimum Claims. (i) The Seller shall not be liable under this Agreement in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement (disregarding the provisions of this paragraph 2.3) exceeds US$5 million.
(ii) Where the liability agreed or determined in respect of all claims referred to in paragraph 2.3(i) exceeds US$5 million, the liability of the Seller shall be the whole amount agreed or determined and not just the excess.
Aggregate Minimum Claims. Subject to any other applicable limitations of liability set out in this agreement, the Seller is liable under the Seller’s Warranties in respect of any claim only to the extent that the aggregate amount of all claims for which the Seller would otherwise be liable under the Seller’s Warranties exceeds USD 22,000,000 (twenty-two million US dollars), but then for the full amount and not only the excess. This limitation does not apply to claims in relation to the Fundamental Warranties and/or any claims under the Tax Indemnity.
Aggregate Minimum Claims. The Seller shall not be liable in respect of any Relevant Claim unless the aggregate amount of all Relevant Claims for which the Seller would otherwise be liable under this Agreement exceeds [***].
