Monetary thresholds Sample Clauses

Monetary thresholds. Except for claims relating to or arising from the inaccuracy of the representations and warranties referred to in Paragraphs 10.2 (Organization and Standing), 10.3 (Status of the CEO) and 10.4 (Authorization), 10.6 (By-laws, Shares and Capitalization) as well as relating to Losses referred to in Paragraph 12.1 (a)(ii), (b), (c) and (d) above, in respect of which the following limitation shall not apply, the Sellers shall not be liable to the Buyer pursuant to Paragraph 12.1 above if, after applying the exclusions, deductions and limitations set forth in Paragraphs 12.2.1 through 12.2.3 above: (a) De minimis - the amount due in connection with any single occurrence giving rise to a Loss pursuant thereto does not exceed Euro 80,000.00 (eighty thousand), unless the single occurrence giving rise to a Loss is part of a series of occurrences of the same kind arising out of the same set of facts totaling, in aggregate, more than Euro 250,000.00 (two hundred fifty thousand); and (b) Deductible - the aggregate of all amounts that would otherwise be due pursuant to Paragraph 12.1 (and without taking into accounts any Losses not exceeding the amount set out in Paragraph 12.2.4(a) above) does not exceed Euro 700,000 (seven hundred thousand), provided that if such limit is exceeded, the Sellers shall be liable for the full amount exceeding Euro 300,000.00 (three hundred thousand).

Monetary thresholds. Subject to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities), the Sellers and/or Spig Holding shall have no liability for Indemnification under Section 10.1 (Indemnification) letter (a), items (i) or (ii), and/or under Section 10.1 (Indemnification) letter (b) (the “Breach of Warranty Indemnification”): (a) for any Loss, as it may be reduced after having applied all the exclusions and limitations under this Section 10.3 (Exclusions and Limitations), which does not exceed Euro 50,000 (the “De Minimis”); and (b) for any Loss other than those contemplated in item (c) below, until the aggregate amount due in connection with all such Losses (each of which in an amount in excess of the De Minimis) exceeds Euro 500,000 (the “Threshold”), provided that, if the Threshold is exceeded, the Sellers and/or Spig Holding’s liability shall be limited to any amount in excess of the Threshold; and (c) with respect exclusively to Losses deriving from uncollectible accounts receivable of the Company contested by clients, subject to Section 10.3.2(a), until the aggregate amount due in connection with such Losses exceeds Euro 500,000 (the “Specific Threshold”), provided that, if such Specific Threshold is exceeded, Spig Holding’s liability in connection with such Losses shall be limited to any amount in excess of the Specific Threshold. In any event, and subject to the above and to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities), (i) Spig Holding’s maximum aggregate liability for Breach of Warranty Indemnification shall be limited to Euro 1,550,000 and (ii) Ambienta’s maximum aggregate liability for Breach of Warranty Indemnification shall be limited to Euro 1,550,000 (collectively with Spig Holding’s maximum aggregate liability for Breach of Warranty Indemnification, the “Cap”) in consideration that any Purchaser’s claim for Breach of Warranty Indemnification in excess of the Cap (or the portion of any such claim exceeding the Cap) shall be made and indemnifiable under the terms and subject to the conditions set forth in the W&I Policy, provided that in case for any reason whatsoever the W&I Policy does not enter into force on or after the Closing Date it will be the exclusive responsibility of the Purchaser and the Cap will not be increased for any reason whatsoever, without prejudice however to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities).

Monetary thresholds. (a) Subject to the provisions set forth in Subsections 10.3.1, 10.3.2 and 10.3.3 above and subject to item (c) below, the Sellers will not be liable pursuant to item (a) of Section 10.1:

Monetary thresholds. Subject to the provisions set forth in Subsections 11.3.1, 11.3.2 and 11.3.3 above, the Sellers will not be liable: (a) if the amount due in connection with any single occurrence giving rise to liability pursuant thereto does not exceed [*] (the “De Minimis”); (b) until the aggregate of all amounts that would otherwise be due exceeds [*] (the “Floor”), it being understood that any occurrence which is of a value lower than the amount set forth in letter (a) preceding will not be taken into account for the purposes of calculating the Floor and provided further that if the Floor is exceeded, the Sellers’s liability will be limited to the excess; (c) in any event, and subject to above, the Sellers’s maximum aggregate liability (the “Cap”) under Section 11.1 (and subject to Section 11.3) shall be limited to [*], irrespective of whatever breach of the Sellers and/or of whatever amount of damage suffered by the Purchaser; (d) anything to the above notwithstanding, the Sellers’s maximum aggregate liability in respect of the losses or damages incurred or suffered by the Purchaser as a result of the breach of the representations and warranties set out in Subsection 9.1.4 shall be limited to an amount corresponding to [*]; Notwithstanding anything herein to the contrary, nothing in this Agreement will limit the remedies provided for by the Code for fraud or willful misconduct.

Monetary thresholds. 8 Section 1.7 Drafting...................................................................9 Section 1.8 Headings...................................................................9 Section 1.9 Include....................................................................9 Section 1.10 Or........................................................................9 Section 1.11 Plural and Singular Words.................................................9 Section 1.12 Predecessors..............................................................9 Section 1.13 Pronouns..................................................................9

Monetary thresholds. The establishment of any monetary thresholds shall not create a materiality standard under this Agreement except as expressly provided.

Monetary thresholds. Except as to the Surviving Warranties, no Warranty Claim may be made by a Party unless the other Party’s liability in respect of that Warranty Claim, when that Party’s liability is aggregated with all other Warranty Claims, exceeds $250,000 (excluding all costs incurred by the claimant Party with respect to the Warranty Claim), in which case that Party shall be liable for the whole amount claimed and not just the amount by which the threshold in clause 6.3 is exceeded.