De Minimis and Deductible. No amount shall be payable under Section 10.1(a)(i), Section 10.1(b)(i) or Section 10.2(a)(i), as applicable, in respect of any individual warranty breach (a “Warranty Breach”), other than a Warranty Breach of a Specified Representation, unless the Losses from such Warranty Breach exceed $10,000 (the “De Minimis Amount”). No amount shall be payable under Section 10.1(a)(i), Section 10.1(b)(i) or Section 10.2(a)(i), as applicable, in respect of any Warranty Breach, other than a Warranty Breach of a Specified Representation, unless and until the aggregate amount of all indemnifiable Losses arising from Warranty Breaches and otherwise payable to the applicable Party or, in the case of the Sellers, Parties (disregarding, for the avoidance of doubt, any Warranty Breaches in respect of which the Losses did not exceed the De Minimis Amount) exceeds $200,000 (the “Deductible”), in which event the amount payable shall include only Losses in excess of the Deductible and all future amounts (disregarding, for the avoidance of doubt, any Warranty Breaches in respect of which the Losses did not exceed the De Minimis Amount) that become payable under Section 10.1 or Section 10.2 from time to time thereafter. With respect to indemnification by the Sellers under Section 10.1(a)(i) and Section 10.1(b)(i), the Deductible will be divided among the Sellers pro rata based on the Applicable Percentages set forth in the Transaction Consideration Disbursement Schedule (for each Seller, its “Sub-Deductible”) and such Sub-Deductibles will be applied on a Seller by Seller basis in respect of each Seller’s applicable share of the relevant Losses. Sellers will allocate among themselves on a pro rata basis based on the amount of claims they would have recovered disregarding the Deductible and Purchaser Limit any reduction of claims of Sellers resulting from the Deductible and/or Purchaser Limit.
De Minimis and Deductible. Other than as set forth below, either Party shall only be liable:
De Minimis and Deductible. No liability shall attach to the Sellers under this Agreement if an individual claim is less than EUR 10,000.00 (in words: ten thousand Euros) ("De-Minimis Claims") and until the aggregate amount of claims (excluding De-Minimis Claims, Exempted Claims and Tax Claims) exceeds EUR 400,000.00 (Freibetrag) (in words: four hundred thousand Euros) (herein "Deductible"). If the aggregate amount of claims under or in connection with this Agreement (excluding De-Minimis Claims, Exempted Claims and Tax Claims) exceeds the Deductible, Purchaser may claim only the excess of such claims above the Deductible subject to the other provisions of this Section 7. The limitations of this Section 7.3 shall not apply to any claims of the Purchaser based on a breach of Section 5.1.9a (i), (ii), (iii) and (iv) ("Locked-Box Claims") as well as to any Exempted Claims and Tax Claims. No liability for any Tax Claims shall arise for the Sellers under this Agreement if such Tax Claim is less than EUR 35,000.00 (in words: thirty five thousand euro) ("Tax De-Minimis ").
