Monetary Limitations. 12.3.1 The Seller shall not be liable to the Purchaser for, and in connection with, an indemnification obligation under Paragraph 12.1: (a) if the Loss generated from a single event giving rise to liability does not exceed EUR 10,000.00 except where the event giving rise to liability is part of a series of events of the same nature or otherwise arising out of the same circumstance which have resulted in Losses in exceeding, in the aggregate, that amount (“De Minimis”); and (b) until the aggregate of all amounts that would otherwise be due pursuant to Section 12.1 (without taking into account Losses not exceeding the De Minimis) exceeds EUR 60,000.00 (“Threshold”), provided that, if the Threshold is exceeded, the Seller’s liability shall be limited to the Loss in excess of the Threshold. 12.3.2 The Indemnification Amount to be paid by the Seller pursuant to Section 12.1 shall not exceed: (i) EUR 500,000 until the Second Closing, (ii) EUR 1,000,000 after the Second Closing and until the Third Closing, (iii) EUR 2,000,000 after the Third Closing and until the Final Closing, (iv) EUR 2,500,000 after the Final Closing. 12.3.3 The limitations set forth in Section 12.3 shall not apply: (a) in case of wilful misconduct or gross negligence (dolo o colpa grave), and (b) to the Fundamental Representations and Warranties, in relation to which no De Minimis or Threshold should apply.
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Sources: Spa Amendment (Brera Holdings PLC)
Monetary Limitations. 12.3.1 11.3.1 The Seller shall not be liable to the Purchaser for, and in connection with, an indemnification obligation under Paragraph 12.111.1:
(a) if the Loss generated from a single event giving rise to liability does not exceed EUR 10,000.00 except where the event giving rise to liability is part of a series of events of the same nature or otherwise arising out of the same circumstance which have resulted in Losses in exceeding, in the aggregate, that amount (“De Minimis”); and
(b) until the aggregate of all amounts that would otherwise be due pursuant to Section 12.1 11.1 (without taking into account Losses not exceeding the De Minimis) exceeds EUR 60,000.00 (“Threshold”), provided that, if the Threshold is exceeded, the Seller’s liability shall be limited to the Loss in excess of the Threshold.
12.3.2 11.3.2 The Indemnification Amount to be paid by the Seller pursuant to Section 12.1 11.1 shall not exceed: (i) EUR 500,000 until the Second Closing, (ii) EUR 1,000,000 2,000,000 after the Second Closing and until the Third Closing, (iii) EUR 2,000,000 2,500,000 after the Third Closing and until the Final Closing, (iv) EUR 2,500,000 after the Final Closing.
12.3.3 11.3.3 The limitations set forth in Section 12.3 11.3 shall not apply: (a) in case of wilful misconduct mis- conduct or gross negligence (dolo o colpa grave), and (b) to the Fundamental Representations Rep- resentations and Warranties, in relation to which no De Minimis or Threshold should apply.
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Monetary Limitations. 12.3.1 7.3.1. The Seller shall not be liable to the Purchaser for, and in connection with, an indemnification obligation under Paragraph 12.17.1:
(a) 7.3.1.1. if the Loss generated from a single event giving rise to liability does not exceed EUR 10,000.00 except where the event giving rise to liability is part of a series of events of the same nature or otherwise arising out of the same circumstance which have resulted in Losses in exceeding, in the aggregate, that amount (“De Minimis”); and
(b) 7.3.1.2. until the aggregate of all amounts that would otherwise be due pursuant to Section 12.1 7.1 (without taking into account Losses not exceeding the De Minimis) exceeds EUR 60,000.00 40,000.00 (“Threshold”), provided that, if the Threshold is exceeded, the Seller’s liability shall be limited to the Loss in excess of the Threshold.
12.3.2 7.3.1.3. The Indemnification Amount to be paid by the Seller pursuant to Section 12.1 7.1 shall not exceed: (i) exceed EUR 500,000 until the Second Closing, (ii) EUR 1,000,000 after the Second Closing and until the Third Closing, (iii) EUR 2,000,000 after the Third Closing and until the Final Closing, (iv) EUR 2,500,000 after the Final Closing5,000,000.
12.3.3 7.3.2. The limitations set forth in Section 12.3 7.3 shall not apply: (a) in case of wilful misconduct or gross negligence (dolo o colpa grave), and (b) to the Fundamental Representations and Warranties, in relation to which no De Minimis or Threshold should apply.
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