Common use of De Minimis, Threshold and Cap Clause in Contracts

De Minimis, Threshold and Cap. 3.1 In relation to Pre-Close Non-compliance, Pre-Close Contamination and Occupational Exposure Issues, the Seller is not liable in respect of each and any Covenant Claim unless and until the amount of the liability of the Seller in respect of that Covenant Claim would exceed EUR 100,000 (one hundred thousand euros) (but for this paragraph 3.1), in which case the Purchaser shall be entitled to recover the full amount of such Covenant Claim and not only the excess over that sum. 3.2 In relation to Pre-Close Non-compliance, Pre-Close Contamination and Occupational Exposure Issues, the Seller is not liable in respect of each and any Covenant Claim unless and until the aggregate amount of the liability of the Seller in respect of all Covenant Claims would exceed EUR 1,000,000 (one million euros) (but for this paragraph 3.2), in which case the Purchaser shall he entitled to recover the excess over that sum only. 3.3 The Seller’s maximum aggregate liability for Retained Environmental Liability Claims shall not exceed EUR 6,000,000 (six million euros).

Appears in 4 contracts

Samples: Share and Asset Purchase Agreement (Huntsman International LLC), Share and Asset Purchase Agreement (Innospec Inc.), Share and Asset Purchase Agreement (Innospec Inc.)

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