Threshold and de minimis. 4.1 An Indemnifying Party shall not be liable for any Separation Claim unless the aggregate amount of its liability for such Separation Claim (excluding Pass-Through Liabilities), as the case may be, when taken together with the aggregate amount of its liability for all other Separation Claims (excluding Pass-Through Liabilities), exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party shall, subject to the other limitations contained in this Part 2 of Schedule 6, be liable for the whole amount of all such Separation Claim and not merely the amount by which they exceed the Separation Threshold.
4.2 The Indemnifying Party shall not be liable for any Separation Claim (excluding Pass-Through Liabilities) if the amount of the liability in respect of that Separation Claim (excluding Pass-Through Liabilities) does not exceed €250,000 (a “Separation De Minimis Claim”) and no such Separation De Minimis Claim shall count towards the Separation Threshold.
4.3 For the purposes of calculating a Separation Claim counting towards the Separation Threshold and/or any Separation De Minimis Claim:
(a) there shall be excluded from any Separation Claim the amount of any costs, expenses and other liabilities (together with any irrecoverable VAT thereon) incurred or to be incurred by the Indemnified Party and any member of the Indemnified Party’s Group in connection with the making of any such Separation Claim; and
(b) where a Separation Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Separation Claim, such claim shall be treated as a separate Separation Claim in respect of each such event, circumstance, act or omission.
4.4 This paragraph 4 shall not apply in respect of Separation Claims under Schedule 18 (Wrong Pockets) or in respect of any Pass-Through Liabilities.
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Claim unless the aggregate liability for all Claims exceeds £2,950,000, in which case the Warrantors shall be liable for the whole of such amount and not just the excess over such amount.
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Business Warranty Claim unless the aggregate liability for all Business Warranty Claims exceeds £2,000,000, in which case the Warrantors shall be liable for the full amount of all Business Warranty Claims and not just the excess.
6.2 In calculating liability for Business Warranty Claims for the purposes of paragraph 6.1, any Business Warranty Claim which is less than £75,000 (excluding interest, costs and expenses) shall be disregarded.
6.3 For the purposes of paragraphs 6.1 and 6.2, where a Business Warranty Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Business Warranty Claim, such claim shall be treated as a separate Business Warranty Claim in respect of each such event, circumstance, act or omission.
Threshold and de minimis. The Vendor shall not be liable in respect of any Claim or any claim under the Tax Deed unless the aggregate liability for all Claims and claims under the Tax Deed exceeds the sum of £700,000 (taking no account of any Claims or claims under the Tax Deed referred to in paragraph 6.2 below), in which case the Vendor shall be liable for the entire amount and not merely the excess.
Threshold and de minimis. 6.1 The Vendor shall not be liable in respect of any Claim or any claim under the Tax Deed unless the aggregate liability for all Claims and claims under the Tax Deed exceeds the sum of £700,000 (taking no account of any Claims or claims under the Tax Deed referred to in paragraph 6.2 below), in which case the Vendor shall be liable for the entire amount and not merely the excess.
6.2 In calculating liability for Claims and claims under the Tax Deed for the purposes of paragraph 6.1 above, any Claim or claim under the Tax Deed which is less than the sum of £70,000 (excluding interest, costs and expenses) shall be disregarded.
6.3 For the purposes of paragraphs 6.1 and 6.2, where a Claim or claim under the Tax Deed relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Claim or claim under the Tax Deed, such claim shall be treated as a separate Claim or claim under the Tax Deed (as applicable) in respect of each such event, circumstance, act or omission.
Threshold and de minimis. The Warrantor shall not be liable in respect of any Principal Warranty Claim unless the aggregate liability for all Principal Warranty Claims exceeds L150,000 (THE THRESHOLD), in which case the Buyer shall be entitled to all amounts resulting from those Principal Warranty Claims and not just the excess over the Threshold.
Threshold and de minimis. 6.1 The Warrantors shall not be liable in respect of any Claim or claim under the Tax Covenant unless the aggregate liability for all such Claims and claims under the Tax Covenant exceeds €1,500,000, in which case the relevant Warrantors shall be liable for the full amount of all such claims and not only the amount by which such sum is exceeded.
6.2 In calculating liability for Claims and claims under the Tax Covenant for the purposes of paragraph 6.1 above, any individual claim or series of related claims with respect to substantially the same facts or circumstances which is less than €75,000 (excluding interest, costs and expenses) shall be disregarded.
Threshold and de minimis. 6.1 The Seller shall not be liable in respect of any Claim unless the aggregate liability for all Claims, which it would in the absence of this provision be liable, exceeds US$250,000, in which case the Seller shall be liable for the entire amount and not merely the excess.
Threshold and de minimis. The Seller shall have no liability for indemnification or any damages under this Agreement unless the aggregate amount of the Losses for which an indemnification or any damages can be and is claimed exceeds a threshold equal to EUR 750,000 (seven hundred and fifty thousand Euros) (basket), and each of the components of such aggregate amount exceeds a minimum amount equal to the applicable De Minimis Threshold (in each case after having taken into account all relevant limitations to the Seller's obligations set forth in this Agreement), whereby the Seller, once the aforementioned threshold is exceeded, shall be liable for the whole amount of the Losses and not only for the part exceeding the aforementioned threshold of EUR 750,000 (seven hundred and fifty thousand Euros). The "De Minimis Threshold" shall be equal to EUR 50,000 (fifty thousand Euros). For the avoidance of doubt, in case of indemnification by the Seller to the Company in accordance with Clause 8.1, the thresholds in this Clause 9.3 are applied to the entire amount of the Losses incurred by the Company, and not only to the Share Percentage of such Losses.
Threshold and de minimis. 5.1 The Warrantors shall not be liable for any Business Warranty Claim unless the aggregate amount of liability for such Business Warranty Claim, when taken together with the aggregate amount of liability for all other Business Warranty Claims, exceeds £1,070,000 (the “Threshold”).
5.2 The Warrantors shall not be liable for any Business Warranty Claim if the amount of the liability in respect of that Business Warranty Claim does not exceed £150,000 (a “De Minimis Claim”) and no such De Minimis Claim shall count towards the Threshold.
