Minimum Claims. 10.2.1 The Seller shall not be liable under this Agreement for breach of any Seller’s Warranty in respect of any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 10.2) in respect of any such claim or series of claims does not exceed 0.1 per cent of the Headline Amount.
10.2.2 Where the liability agreed or determined in respect of any such claim or series of claims exceeds 0.1 per cent. of the Headline Amount, the liability of the Seller shall be for the whole amount of such claim(s) and not just the excess.
Minimum Claims. No Claim made against the Company Warranties will be compensated unless the amount of the Claim, either individually or when combined with other related Claims, exceeds US$ Two Million (USD 2,000,000) in which event the full amount of all such Claims shall be recoverable, and not merely the excess.
Minimum Claims. (i) None of the Expedia Indemnifying Parties shall be liable under this Agreement for any Losses in respect of any individual claim or series of related claims for any inaccuracy of any representation or warranty that is not a Fundamental Expedia Representation unless the indemnifiable Losses in respect of such claim (or series of related claims) exceed $50,000. In addition, none of the Expedia Indemnifying Parties shall be liable under this Agreement in respect of any Losses for any inaccuracy of any representation or warranty that is not a Fundamental Expedia Representation unless the aggregate amount of all Losses in respect of such representations and warranties for which the Expedia Indemnifying Parties would otherwise be liable under this Agreement exceeds US$4,000,000, after which the Expedia Indemnifying Parties shall be liable for the full amount of the indemnifiable Losses in respect of such representations and warranties, subject to the prior sentence and Section 6.5(b).
(ii) None of the Purchaser Indemnifying Parties shall be liable under this Agreement for any Losses in respect of any individual claim or series of related claims for any inaccuracy of any representation or warranty that is not a Fundamental Purchaser Representation unless the indemnifiable Losses in respect of such claim (or series of related claims) exceed $50,000. In addition, none of the Purchaser Indemnifying Parties shall be liable under this Agreement in respect of any Losses for any inaccuracy of any representation or warranty that is not a Fundamental Purchaser Representation unless the aggregate amount of all Losses in respect of such representations and warranties for which the Purchaser Indemnifying Parties would otherwise be liable under this Agreement exceeds US$4,000,000 (for the avoidance of doubt, taking into account all such Losses regardless of which Purchaser Indemnifying Party made such representation(s)), after which the Purchaser Indemnifying Parties shall be liable for the full amount of the indemnifiable Losses in respect of such representations and warranties, subject to the prior sentence and Section 6.5(b).
Minimum Claims. The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim arising from any single Damage where the amount which would otherwise be recoverable under this Agreement in that respect does not exceed EUR 25.000. When the threshold of EUR 25.000 is met, the Purchaser shall only be entitled to recover the amount of the Damages, in excess of such threshold, without prejudice to the other limitations of liability set out herein.
Minimum Claims. 10.2.1 The Seller shall not be liable for any individual Seller’s Warranty Claim, Indemnity Claim or Tax Warranty Claim or a series of Seller’s Warranty Claims, Indemnity Claims or Tax Warranty Claims arising from substantially similar facts or circumstances, where the liability agreed or determined for any such Seller’s Warranty Claim, Indemnity Claims, Tax Warranty Claim or series of Seller’s Warranty Claims, Indemnity Claims or Tax Warranty Claims does not exceed £500,000.
10.2.2 Where the liability agreed or determined in respect of any such Seller’s Warranty Claim, Indemnity Claim or Tax Warranty Claim, or series of such Claims or Tax Warranty Claims, exceeds £500,000, the liability of the Seller shall be limited to the amount of the excess.
Minimum Claims. 10.3.1 No Seller shall be liable under:
(i) this Agreement or any Local Transfer Document for breach of any Seller’s Warranty in respect of any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 10.3) in respect of any such claim or series of claims does not exceed, in the case of Novartis, US$10.95 million, or, in the case of GlaxoSmithKline, US$19.05 million; or
(ii) this Agreement for breach of any Tax Warranty or under the Tax Indemnity in respect of any individual claim (or a series of claims arising from similar or identical facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 10.3) in respect of any such claim or series of claims does not exceed US$1 million.
10.3.2 Where the liability agreed or determined in respect of any such claim or series of claims exceeds, in the case of claims falling within Clause 10.3.1(i), US$10.95 million (in the case of Novartis) or US$19.05 million (in the case of GlaxoSmithKline) or, in the case of claims falling within Clause 10.3.1(ii), US$1 million, the liability of the relevant Seller shall be for the whole amount of such claim(s) and not just the excess.
Minimum Claims. (i) The Seller shall not be liable under this Agreement in respect of any individual claim (or a series of claims arising from substantially the same facts or circumstances) where the liability agreed or determined (disregarding the provisions of this paragraph 2.2) in respect of any such claim or series of claims does not exceed US$1 million.
(ii) Where the liability agreed or determined in respect of any such claim or series of claims exceeds US$1 million, the liability of the Seller shall be the whole amount agreed or determined and not just the excess.
Minimum Claims. 12.2.1 The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim arising from any single Loss where the amount which would otherwise be recoverable under this Agreement in that respect does not exceed thirty-five thousand euro (EUR 35,000) and provided that, if that amount is exceeded, subject as provided elsewhere in this Clause 12, the aggregate amount shall be recoverable from the Sellers and not only the excess.
Minimum Claims. Subject to any other limitations set out in this Agreement, the Seller shall only be liable under this Agreement
12.2.1 If the liability agreed or determined in respect of any individual claim, or a series of claims arising from identical facts exceeds USD 250,000 (two hundred fifty thousand United States dollars) (“Minimum Claim”), and
12.2.2 If the Aggregate of the Minimum Claims exceeds USD 4,000,000 (four million United States Dollars) (“Deductible”), provided if such Deductible is exceeded, the Seller shall be liable only for the amount exceeding the Deductible provided that this Clause 12.2 shall not apply to any claim (a) under Paragraphs 1, 2.1 or 2.2 of Schedule 16, (b) under Clause 11, (c) under Xxxxxxxxx 00 xx Xxxxxxxx 00 (Xxx), (x) under Paragraph 7.4 of Schedule 16 (Employee Bonuses for time period prior to December 31, 2010) and (e) arising out of or in connection with circumstances set out in Schedule 25 to the extent the circumstances set out in Schedule 25 are not listed in the Disclosure Letter.
Minimum Claims. The Seller shall not be liable in respect of any individual Relevant Claim (or a series of Relevant Claims arising from substantially identical facts or circumstances) unless the liability agreed or determined (disregarding the provisions of this paragraph 2) in respect of any such claim or series of Relevant Claims exceeds [***].
