De Minimis Threshold. If the Loss that is the subject of a Direct Claim or a Third-Party Claim for indemnification by the Buyer Group under Section 14.3(b)(4) (other than with respect to the Fundamental Representations) does not exceed $50,000 (the “De Minimis Threshold”) per event or circumstance, then the Buyer Group shall not be entitled to indemnification from Seller for such Loss, and the Buyer Group shall be deemed to have released Seller from (1) all Losses related to, arising from, or associated with such Direct Claim or Third-Party Claim and (2) any duty to defend, indemnify, save, or hold Buyer Group harmless for such Direct Claim or Third-Party Claim.
De Minimis Threshold. Until the first date upon which the aggregate amount of De Minimis Losses (defined below) exceeds $50,000, (i) the Principals and the Sellers shall not have any obligation to indemnify any Buyer Indemnified Person pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) and (ii) the Buyer shall not have any obligation to indemnify any Seller Indemnified Person pursuant to Section 7.02(a)(ii), in the case of each of clause (i) and (ii) for any individual item, or group of items arising out of the same condition or circumstance, where the Losses related thereto for which the Sellers and the Principals, on the one hand, or the Buyer and KCAP, on the other hand, would otherwise be required to provide indemnification are less than $1,000 (any such Loss, a “De Minimis Loss”).
De Minimis Threshold. Notwithstanding anything to the contrary herein, if the difference between the Year-End Net Working Capital (as finally determined in accordance with Section 4.1(c)) and the Estimated Year-End Net Working Capital is equal to or less than five percent (5)% of the Estimated Year-End Net Working Capital, there shall be no adjustments to the 2014 Dividend Base or any other payments under Sections 4.1(e) or (f) above.
De Minimis Threshold. Notwithstanding anything to the contrary herein, if the absolute value of 42.54% of the Total Projection Adjustment Amount is equal to or less than US$95,000,000, there shall be no amounts payable pursuant to the SDC Commercial Projection Representation Indemnity or the Corning Commercial Projection Representation Indemnity by any Party and 42.54% of the Total Projection Adjustment Amount shall be deemed to be zero U.S. Dollars (US$0.0) in calculating the Final Adjustment Amount under Section 10.11 above; provided that if the absolute value of the 42.54% of the Total Projection Adjustment Amount is greater than US$95,000,000, then 42.54% of the Total Projection Adjustment Amount shall be determined from the first dollar (i.e., without regard to the US$95,000,000 threshold).
De Minimis Threshold. There shall be liability of Seller and/or VHB only with respect to such claims or series of related claims which, individually, exceed CHF 40'000 (forty thousand) each.
De Minimis Threshold. (i) Sellers and Xxxx Members shall not be required to indemnify the ITI Indemnified Parties pursuant to Section 9.2 with respect to any individual matter or group of substantially related matters unless the Claims based on, attributable to or arising from such matter or group of substantially related matters equals or exceeds $10,000 (the “De Minimis Threshold”). Notwithstanding the foregoing, the limitation of the De Minimis Threshold shall not apply to Claims for indemnification pursuant to Section 6.8(j) and Section 6.10(b).
De Minimis Threshold. (c) The Purchaser shall only be entitled to any claims for a breach of Sellers’ Guaranties under Clause 7 if and to the extent (i) each individual claim against the respective Seller exceeds an amount of EUR 176,787.77 (in words: Euro onehundred seventysixthousand sevenhundred eightyseven and seventyseven Cents) (USD 200,000 converted at the EUR/USD exchange rate published by the European Central Bank as of one day prior to the Signing Date (8:00 pm) into Euro) (the De Minimis Amount, provided that claims resulting from Sellers' Breaches of the same or a similar source (Serienschäden) shall be aggregated in order to determine whether the De Minimis Amount is reached)) and (ii) the aggregate amount of all individual claims of the Purchaser against the respective Seller which exceed the De Minimis Amount exceeds an amount of EUR 883,938.83 (in words: Euro eighthundred eightythreethousand ninehundred thirtyeight and eightythree Cents) (USD 1,000,000 converted at the EUR/USD exchange rate published by the European Central Bank as of one day prior to the Signing Date (8:00 pm) into Euro) (the Threshold). In case the De Minimis Amount and the Threshold are exceeded, the Purchaser can claim the entire amount, not only the excess amount exceeding the Threshold (Freigrenze).
De Minimis Threshold. Notwithstanding anything to the contrary contained in this Agreement, no Purchaser Indemnitee shall be entitled to indemnification for Losses resulting from a Seller Representation Claim where the Losses resulting therefrom are less than $10,000 (the “De Minimis Threshold”) and such Losses shall not be aggregated for purposes of calculating the Basket, provided that the De Minimis Threshold shall not apply to claims for indemnification based on a breach of a Fundamental Representation, Special Representations, the representations or warranties set forth in Section 2.12, or to fraud or criminal activity.
De Minimis Threshold. The Seller shall only be liable for indemnification under this Section if, and solely to the extent that, the individual Environmental Liability exceeds DM 100,000 (Deutsche Mark xxx hundred thousand) and the aggregate Environmental Liability in each calendar year exceeds DM 500,000 (Deutsche Mark xxxe hundred thousand).
De Minimis Threshold. The Seller shall not be liable for, and the Purchaser shall not be entitled to claim for, any claims for a breach of guaranties pursuant to Section 7 unless (i) the individual claim exceeds the amount of EUR 30,000 (in words: thirty thousand euros) (De Minimis) and (ii) the aggregate amount of the all individual claims exceeding the De Minimis exceeds the amount of EUR 500,000 (in words: five hundred thousand euros) (Threshold) (Freibetrag). If the sum of individual claims exceeding the De Minimis exceeds the Threshold, the Seller shall only be liable for, and the Purchaser shall only be entitled to claim for, the amount exceeding the Threshold. The Threshold shall not apply to claims for a breach of guaranties which are incomplete or incorrect due to a wilful act (vorsätzliche Handlung) of the Seller and the De Minimis and the Threshold shall not apply to claims for a breach of guaranties in Section 7.17a, Taxes.
