De Minimis; Basket. 18.4.1 A Breach of Seller’s Warranties (other than Title Warranties or Fundamental Warranties) or the Bring Down Covenant shall only give rise to a Purchaser Claim against the Seller: (a) if the amount to which the Purchaser is entitled vis-à -vis the Seller under such individual claim, or an individual series of such claims related to the same or comparable underlying circumstances (xxxxxxxx Lebenssachverhalt) exceeds EUR 155,000.00 (in words: Euro one hundred and fifty-five thousand) (the “De Minimis”) in which case the Seller shall be liable for the entire amount and not just for the portion exceeding the De Minimis (Freigrenze); and (b) if and to the extent the aggregate amount of all Purchaser Claims based on Breaches to which the Purchaser is entitled vis-à -vis the Seller, to which this Section 18.4 applies and which are not excluded pursuant to Section 18.4.1(a) exceeds EUR 1,550,000.00 (in words: Euro one million five hundred and fifty thousand) (the “Basket”), in which case the Seller shall be liable for the entire amounts and not just the portion exceeding the Basket (Freigrenze). 18.4.2 For both purposes under this Section 18 of determining the amount of Losses in the event of a Breach, and for purposes of determining whether a Breach has occurred, no effect shall be given to any materiality, Material Adverse Effect or similar materiality qualifications contained in any of the Seller’s Warranties (other than the representations and warranties contained in Sections 14.7 and 14.22).

De Minimis; Basket. Claims of the Purchaser under, or in connection with, Representations can only be raised if and to the extent that (i) each individual claim, or a series of similar claims, exceeds EUR [**Redacted**] and (ii) the aggregate amount of claims which can be raised pursuant to lit. (i), exceeds EUR [**Redacted**], in which case the Purchaser shall be entitled to claim the full amount (Freigrenze). The before limitations shall not apply in respect of Representations and related claims relating to (i) the title to Stocks, and (ii), for the avoidance of doubt, Indemnifications.

De Minimis; Basket. No liability shall arise for the Seller under this Agreement unless (i) the individual claim exceeds EUR 100,000, whereby various smaller claims based on the same or related issue shall be regarded as one claim for this purpose ("DE MINIMIS CLAIMS") and (ii) the aggregate amount of all De Minimis Claims exceeds EUR 1,000,000 (one million Euros) ("BASKET"). If the Basket is exceeded, the Purchasers can only claim the exceeding amount (Freibetrag). The provisions in this Section 8.2 shall not apply to claims under Sections 7.2.3, 9 and 12.2.

De Minimis; Basket. 8.9.1 The Purchaser cannot make any claims under Section 8.1 if the (i) individual claim or (ii) the aggregate amount of claims resulting from an identical event (von dem identischen Umstand herruhren) is less than an amount equal to Euro 10,000 (the "DE MINIMIS CLAIMS"). 8.9.2 The Purchaser shall not have any claim under this Section 8, if and to the extent the aggregate amount of claims (excluding the De Minimis Claims) is less than the basket (Freibetrag) of an amount equal to Euro 650,000 (the "BASKET"). However, once the Basket has been reached, Sellers shall be liable for all of Purchasers' claims from the first Euro. 8.9.3 The provisions on the De Minimis Claims, the Basket and the Cap (defined below) shall not apply to: (a) any Breaches by the Sellers of the representations in Sections 7.3 (Status of Sellers), 7.4 (Status of Company); 7.5 (Shares and Subsidiary Interests); 7.

De Minimis; Basket. (a) Sellers shall be liable with regard to a breach of a Collective Business Guarantee excluding, however, Section 7.3.13 (“Environment”) only if an individual claim resulting from such Sellers Breach exceeds a value of USD 20,000 (a “De-minimis Claim”), and provided the aggregate sum of De-minimis Claims exceed an amount of USD 120,000, in which case Purchaser shall be entitled to the entire amount (Freigrenze). (b) The Parties agree that, for the purpose of Section (a), individual claims which are no De-minimis Claims, but are based on the same or similar factual circumstances and arise in a close timelyconnection (xxxxx sachlicher und zeitlicher Zusammenhang) shall be considered De-minimis Claims.

De Minimis; Basket. The Seller shall only be liable in respect of any Damages arising out of breaches of the Seller's representations and warranties if: a) the amount of the liability agreed or determined in respect of any individual Damage, considered alone or in the aggregate as a series of Damages arising from the same circumstances, exceed Euro 10,00; b) such Damages exceed, in the aggregate, Euro 40,000 (the "Basket"), in which case the Seller shall be liable only for the amount in excess of the Basket.

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De Minimis 1. A good that does not undergo a change in tariff classification in accordance with Annex 3A shall nonetheless be considered to be originating if the value of all non-originating materials that have been used in its production and do not undergo the applicable change in tariff classification does not exceed 10 percent of the value of the good, determined in accordance with Article 3.3 if: (a) the value of such non-originating materials is included in the value of non-originating materials for any applicable regional value content requirement; and (b) the good satisfies all other applicable requirements in this Chapter. 2. Paragraph 1 shall not apply to goods classified in Chapters 1 through 14 and in Chapters 50 through 63 of the HS. A good classified in Chapters 50 through 63 of the HS, produced in the territory of a Party, shall be considered an originating good if the total weight of all non-originating fibers or yarns used in the production of the component that determines the tariff classification of that good, that do not undergo the applicable change in tariff classification, does not exceed 10 percent of the weight of the good.
De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.
Different Denominations This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
Warrant Exchangeable for Different Denominations This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.
Workplace adjustment An employer wishing to employ a person under the provisions of this clause shall take reasonable steps to make changes in the workplace to enhance the employee’s capacity to do the job. Changes may involve re-design of job duties, working time arrangements and work organisation in consultation with other employees in the area.
Note Exchangeable for Different Denominations This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.
VARIATION IN QUANTITY The state assumes no liability for commodities produced, processed or shipped in excess of the amount specified herein.
Permitted Deductions The Security Agent may, in its discretion: (a) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and (b) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
Collection Practices; Escrow Deposits; Interest Rate Adjustments The origination, servicing and collection practices used by the Seller and the Interim Servicer with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, the Seller or the Interim Servicer and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage and Mortgage Note on the related Interest Rate Adjustment Date. If, pursuant to the terms of the Mortgage Note, another index was selected for determining the Mortgage Interest Rate, the same index was used with respect to each Mortgage Note which required a new index to be selected, and such selection did not conflict with the terms of the related Mortgage Note. The Seller or the Interim Servicer executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment adjustments. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited;
Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

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