Common use of Aggregate Minimum Claims Clause in Contracts

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. 10.4.1 9.7.1 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 9.7.2 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 9.7.3 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. 10.4.1 No Seller 10.3.1 The Sellers shall not be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty in respect of any claim for a breach of Clause 6.1.1 or for a breach of a Sellers’ Warranty unless the aggregate amount of all claims for which such Seller the Sellers would otherwise be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Clause 6.1.1 or Sellers’ Warranty (disregarding the provisions of this Clause 10.410.3) exceeds, exceeds £40,000,000 except in the case of Novartisany claim in relation to the Sellers’ Warranties under paragraphs 1.1, US$109.5 million13.8, or, 15.1 and 17 of Schedule 5. 10.3.2 Where the liability agreed or determined in respect of all claims referred to in Clause 10.3.1 exceeds £40,000,000 the case liability of GlaxoSmithKline, US$190.5 million, in which case the relevant Seller Sellers shall be liable for the aggregate amount of all the claim or series of claims as agreed or determined and not just the excess. 10.4.2 10.3.3 The Sellers shall not be liable under this Agreement in respect of any claim for a breach of Clause 6.1.2 unless the aggregate amount of all claims for which the Sellers would otherwise be liable for breaches of Clause 6.1.2 (disregarding the provisions of this Clause 10.3.3) exceeds £10,000,000. 10.3.4 Where the liability agreed or determined in respect of all claims referred to in Clause 10.3.3 exceeds US$109.5 million (in £10,000,000 the case liability of Novartis) or US$190.5 million (in the case of GlaxoSmithKline) such Seller Sellers shall be liable for the aggregate amount of all claims as agreed or determined and not just the excessexcess only. 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.