Claims threshold. 5.1 The Warrantors (or any of them) will not be liable for any Warranty Claim unless the aggregate liability for all Warranty Claims, following application of the other provisions of this schedule, exceeds £500,000 in which case the Warrantors (or any of them) will, subject to the other provisions of this schedule, be liable for the whole of such amounts.
5.2 The Buyer shall be entitled to make a Fundamental Claim, Third Party IP Claim, Third Party Software Indemnity Claim and Indemnity Claim against the Warrantors (or any of them) for any amount in which case the Warrantors (or any of them) will be liable, subject to the other provisions of this schedule, for the whole of such amounts. without applying paragraph 5.1 above.
Claims threshold. The Buyer shall not be entitled to recover in respect of a breach of Warranty where the liability resulting from the breach is less than USD 140,000, and any such liability of less than USD 140,000 shall be disregarded in computing the figure of USD 280,000 referred to in clause 7.4.
Claims threshold. Buyer shall not be entitled to indemnification hereunder with respect to any Claims whatsoever until the amount of all Claims suffered by the Buyer exceeds $50,000 in the aggregate, whereupon the Buyer shall be entitled to indemnification hereunder from the Sellers for the aggregate amount of all Claims suffered by the Buyer, without regard to the aforementioned $50,000 threshold.
Claims threshold. The Parent Indemnified Parties shall only be entitled to indemnification pursuant to Section 7.2(a) to the extent the aggregate amount of all Damages incurred by the Parent Indemnified Parties for which the Parent Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a) exceeds $100,000 (the “Threshold Amount”), in which case the Parent Indemnified Parties shall be entitled to indemnification for all such Damages, including the Threshold Amount; provided, however, that the foregoing limitation shall not apply to (i) claims for breaches of, or inaccuracies in, any of the Fundamental Representations, the Tax Representations and/or the Specified Representations, or (ii) claims based on fraud, willful misconduct or intentional misrepresentation. For the avoidance of doubt, the limitations set forth in this Section 7.4(a) shall not apply to indemnification claims under Sections 7.2(b) through 7.2(g), inclusive.
Claims threshold. An Indemnified Party may not assert any claim for Indemnification against the Indemnifying Party(ies) under this ARTICLE 6 until the value of the Indemnified Party's claim, alone or coupled with the past or present claims of such Indemnified Party or other Indemnified Parties, exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate; PROVIDED, however, that once such threshold amount is exceeded, such threshold amount will be included in the Indemnified Party's(ies') claims, and will not represent a deductible from such claims.
Claims threshold. There shall be no right to indemnification under Section 8.2(a)(i) unless and until the total of all indemnifiable Losses exceeds $150,000.00 in the aggregate (the “Claims Threshold”), and thereafter the Indemnified Persons shall be entitled to recover the amount of any indemnifiable Losses including those Losses comprising the Claims Threshold; provided, however, that the Claims Threshold shall not apply to any claim made in connection with the breach or inaccuracy of any representations or warranties set forth in Section 2.1 (Title), Section 2.3 (Authority), Sections 3.3(a), 3.3(b) and 3.3(c) (Capitalization), Section 3.5 (Authority) or Section 3.13 (Tax Matters) of this Agreement, or in Sections 4(a) and 4(c) (Title and Authority) of each Joinder Agreement or in respect of any fraud, willful misconduct, or willful misrepresentation by or on behalf of a Shareholder or the Company.
Claims threshold. The Seller shall not be liable for any Claim (excluding a Title Claim, Claim under clause 10 (Leakage) and a NEPP Indemnity Claim) or Tax Covenant Claim unless and until the aggregate liability of the Seller in respect of all such Claim (excluding a Title Claim, Claim under clause 10 (Leakage) and a NEPP Indemnity Claim) or Tax Covenant Claim (calculated after applying the other provisions of this schedule) exceeds US$2,434,500 (excluding interest and costs), in which case the Seller shall (subject to paragraph 1) be liable for the both the initial US$2,434,500 and the excess.
Claims threshold. A party shall not have any obligations under Sections 9.2(a)(i), 9.2(a)(ii), 9.2(c)(i) or 9.2(c)(ii), as the case may be, for indemnification for any Claim arising from a breach by such party of a covenant or agreement contained in this Agreement or representation and warranties which covenants, agreement, representation or warranty (as the case may be) are not qualified by the word "material," "materially" or "Material Adverse Effect" until the aggregate amount of all such Claims exceeds $60,000, but indemnification with respect to such party's breaches of other representations and warranties or other covenants or agreements is not subject to such limit.
Claims threshold. 3.1 Subject to paragraph 3.2, the Seller shall not be liable for any Warranty Claim unless and until the aggregate liability of the Seller in respect of all Warranty Claims (calculated after applying the other provisions of this schedule and part 1 of schedule 3) other than Small Claims exceeds $3,000,000 (excluding interest and costs), in which case the Seller shall (subject to paragraph 1) be liable for all such claims and not just the excess.
3.2 The claims threshold set out in paragraph 3.1 shall not apply to the General Warranties in paragraphs 22.7 and 27.3 (as it applies to ongoing compliance by Tilda International DMCC with the terms of its trade licenses) of schedule 2, and any General Warranty Claims arising as a result of the breach of such General Warranties, and any such claims shall not count as Warranty Claims for the purposes of paragraph 3.1.
Claims threshold. The Sellers shall not be liable for any Warranty Claim unless and until the aggregate liability of the Sellers in respect of all such Warranty Claims or (calculated after applying the other provisions of this schedule and part 1 of schedule 4) exceeds £500,000 (excluding interest and costs), in which case the Sellers shall (subject to paragraphs 1 and 14) be liable for both the initial £500,000 and the excess.
