Common use of Threshold and de minimis Clause in Contracts

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. 4.1 An Indemnifying Party The Sellers shall not be liable for any Separation Warranty Claim or Tax Covenant Claim unless the aggregate amount of its liability for such Separation Warranty Claim (excluding Pass-Through Liabilities)or Tax Covenant Claim, as the case may be, when taken together with the aggregate amount of its liability for all other Separation Warranty Claims (excluding Pass-Through Liabilities)or Reorganisation Indemnity Claims, or Tax Covenant Claims exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party Sellers shall, subject to the other limitations contained in this Part 2 1 of Schedule 66 in this Agreement, be liable for the whole amount of all such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim (as the case may be) and not merely the amount by which they exceed the Separation Threshold. 4.2 The Indemnifying Party Sellers shall not be liable for any Separation Warranty Claim, Reorganisation Indemnity or Tax Covenant Claim (excluding Pass-Through Liabilities) if the amount of the liability in respect of that Separation Warranty Claim (excluding Pass-Through Liabilities) or Reorganisation Indemnity Claim 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 Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim counting towards the Separation Threshold and/or any Separation De Minimis Claim: (a) there shall be excluded from any Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant 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 Buyer and any member of the Indemnified PartyBuyer’s Group in connection with the making of any such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim; and (b) where a Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim, such claim shall be treated as a separate Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant 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. 4.1 An Indemnifying Party The Sellers shall not be liable for any Separation Warranty Claim or Tax Covenant Claim unless the aggregate amount of its liability for such Separation Warranty Claim (excluding Pass-Through Liabilities)or Tax Covenant Claim, as the case may be, when taken together with the aggregate amount of its liability for all other Separation Warranty Claims (excluding Pass-Through Liabilities)or Reorganisation Indemnity Claims, or Tax Covenant Claims exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party Sellers shall, subject to the other limitations contained in this Part 2 1 of Schedule 66 in this Agreement, be liable for the whole amount of all such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim (as the case may be) and not merely the amount by which they exceed the Separation Threshold. 4.2 The Indemnifying Party Sellers shall not be liable for any Separation Warranty Claim, Reorganisation Indemnity or Tax Covenant Claim (excluding Pass-Through Liabilities) if the amount of the liability in respect of that Separation Warranty Claim (excluding Pass-Through Liabilities) or Reorganisation Indemnity Claim 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 Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim counting towards the Separation Threshold and/or any Separation De Minimis Claim: (a) there shall be excluded from any Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant 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 Buyer and any member of the Indemnified PartyBuyer’s Group in connection with the making of any such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim; and (b) where a Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Separation Warranty Claim or A44416060 146 Reorganisation Indemnity Claim or Tax Covenant Claim, such claim shall be treated as a separate Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant 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. 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 A44416060 155 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. 4.1 18.1 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 176 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 18.2 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 18.3 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 18.4 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. 4.1 An Indemnifying Party The Sellers shall not be liable for any Separation Warranty Claim or Tax Covenant Claim unless the aggregate amount of its liability for such Separation Warranty Claim (excluding Pass-Through Liabilities)or Tax Covenant Claim, as the case may be, when taken together with the aggregate amount of its liability for all other Separation Warranty Claims (excluding Pass-Through Liabilities)or Reorganisation Indemnity Claims, or Tax Covenant Claims exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party Sellers shall, subject to the other limitations contained in this Part 2 1 of Schedule 66 in this Agreement, be liable for the whole amount of all such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim (as the case may be) and not merely the amount by which they exceed the Separation Threshold. 4.2 The Indemnifying Party Sellers shall not be liable for any Separation Warranty Claim, Reorganisation Indemnity or Tax Covenant Claim (excluding Pass-Through Liabilities) if the amount of the liability in respect of that Separation Warranty Claim (excluding Pass-Through Liabilities) or Reorganisation Indemnity Claim 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 Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim counting towards the Separation Threshold and/or any Separation De Minimis Claim: (a) there shall be excluded from any Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim the amount of any costs, expenses and other liabilities (together 167 with any irrecoverable VAT thereon) incurred or to be incurred by the Indemnified Party Buyer and any member of the Indemnified PartyBuyer’s Group in connection with the making of any such Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim; and (b) where a Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Separation Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim, such claim shall be treated as a separate Separation Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant 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.