De Minimis Amount; Threshold Sample Clauses
The De Minimis Amount; Threshold clause sets a minimum value for claims or losses that must be exceeded before a party can seek compensation or take action under a contract. In practice, this means that minor or trivial breaches or damages below the specified threshold are disregarded and cannot be pursued, streamlining the claims process and preventing parties from raising insignificant issues. This clause serves to reduce administrative burden and dispute over negligible amounts, ensuring that only material claims are addressed and helping both parties focus on more substantial matters.
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De Minimis Amount; Threshold. The Purchaser shall only be entitled to any claim in respect of a Breach (a Claim) to the extent each individual Claim exceeds an amount of EUR 300,000.00 (in words: three hundred thousand euros) (provided, however, that for the purpose of determining whether a Claim is de minimis, several Claims arising out of similar or related matters, facts, events or circumstances shall be aggregated and deemed to form one single Claim – the De Minimis Amount) and the aggregate amount of all such individual Claims exceeds EUR 3,000,000.00 (in words: three million euros) (the Threshold). For the avoidance of doubt, in the event the Threshold is exceeded, the Purchaser is entitled to recovery for all Damages (excluding any De Minimis Amount) and not just the excess amount. The De Minimis Amount and the Threshold shall not apply with respect to the liability of the Seller under clause 3.3 (
De Minimis Amount; Threshold. The Purchaser shall only be entitled to any claims under this Agreement including, but not limited to, any and all claims for breach of any of the guarantees or under indemnities pursuant to Sections 5 to 7 and 9, to the extent an individual claim exceeds an amount of EUR [*] ([*] Euros) (hereinafter referred to as the “De Minimis Amount”) and the aggregate amount of all such individual claims exceeds an amount EUR [*] ([*]) hereinafter referred to as the “Threshold. Claims based upon the same or substantially the same facts or provisions shall be considered as one individual claim for the determination of the De Minimis Amount and the Threshold. In case the De Minimis Amount and the Threshold are exceeded, the Purchaser can claim the whole amount. This Section 6.3 shall not apply to Sections 5.2.1 (1) through 5.2.1 (3), Section 5.6, Section 8 and Section 9.3. The Parties agree that in case a claim matches or exceeds the De Minimis Amount, the damage incurred is always considered as “material” or “substantial” under the guarantees, representations, warranties, indemnities or covenants given under this Agreement.
De Minimis Amount; Threshold. To the extent permitted by law and save as expressly set out in Section 8.8, the Purchaser shall only be entitled to recover in respect of any claim under this Agreement if the liability under that individual claim or a series of individual claims relating to the same matter (Serienschaden) exceeds an amount of EUR 200,000 (the “De Minimis Amount”) and the aggregate amount of liability in respect of all such individual claims or series of claims (other than claims of less than the De Minimis Amount) exceeds, in the case of Seller 1, EUR 5,000,000 and, in case of the S&N Sellers jointly, EUR 5,000,000 (in each case, the “Threshold”). In the event the respective Threshold is exceeded, the Purchaser can, to the extent the Threshold is exceeded, recover the full amount of all claims exceeding the De Minimis Amount. For the avoidance of doubt, if the Sellers are not liable pursuant to limitations set forth herein, in particular in Section 7.1(b) above, the amount of the claim in question shall not count against the De Minimis Amount and/or the Threshold.
De Minimis Amount; Threshold. The Purchaser or – as the case may be – the Shareholder Loans Purchaser shall only be entitled to any claims under this section 7 if (i) such individual claim exceeds an amount of EUR 20,000.00 (in words: Euro twenty thousand) (with the exception of claims under section 6.2.11 (Tax) where such amount shall be EUR 10,000.00 (in words: Euro ten thousand)) (hereinafter referred to as the “De Minimis Amount”) and (ii) the aggregate individual claims exceeding the De Minimis Amount exceed EUR 50,000.00 (in words: Euro fifty thousand) (hereinafter referred to as the “Threshold”). In case each individual claim exceeds the De Minimis Amount and the aggregate amount of all such individual claims exceeds the Threshold, the Purchaser or – as the case may be – the Shareholder Loans Purchaser can claim the aggregate amount including the De Minimis Amounts and the Threshold (Freigrenze). For the avoidance of doubt, this section 7.3 shall not apply with respect to claims based on the indemnities set out in sections 8 and 9 of this Agreement.
De Minimis Amount; Threshold. Seller shall only be liable for any losses arising from a breach of a Warranty of Seller contained in Section 4 if (i) any individual loss exceeds an amount of EUR 2,000 and (ii) all such losses exceed an aggregate amount of EUR 75,000 (in which cases the full amount shall be recoverable).
De Minimis Amount; Threshold. The Sellers shall only be liable for claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Sections 3.1(b) or (c) of Exhibit 17, if a claim exceeds individually (i.e., per claim or group of related claims based on the same or similar facts or circumstances) an amount of EUR 100,000.00 (Euros one hundred thousand) (the "De Minimis Amount") and the aggregate amount of all individual claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Sections 3.1(b) or (c) of Exhibit 17 exceeds EUR 1,000,000.00 (Euros one million) (the "Threshold " (Freigrenze)), provided that if the amount of the Threshold is reached the Sellers shall be liable for the full amount. The limitations contained in this Section 15.3 shall only apply for claims for a Breach of Warranty or a breach of a Tax Warranty pursuant to Section 3.1(b) or (c) of Exhibit 17 and shall in particular not apply to any claim (i) for a Breach of a Material Sellers Warranty, (ii) under Exhibit 17 other than a claim for a breach of a Tax Warranty pursuant to Section 3.1(b) or (c) of Exhibit 17 and (iii) in respect of any Seller covenants in this Agreement.
De Minimis Amount; Threshold. The Buyer shall only be entitled to a claim against the Sellers for a Breach if and to the extent the individual claim for a Breach exceeds an amount of [***] and the aggregate amount of such claims exceeds an amount of [***]. If the total amount of [***] is exceeded, the Buyer may claim the entire amount.