Common use of Monetary thresholds Clause in Contracts

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. Subject to Sections 10.3.5 (Exceptions to Monetary Thresholds) and 10.3.7 (Special Indemnities), the 7.3.1 The Sellers and/or Spig Holding shall have no liability for Indemnification under Section 10.1 (Indemnification) letter : (a), items ) For any Loss which individually does not exceed Euro 20,000 (i) or (ii), and/or under Section 10.1 (Indemnification) letter (btwentythousand/00) (the “Breach of Warranty IndemnificationDe Minimis Threshold”): (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 it being understood that, if more than one Claim arises from, or is caused by, the same specific factual circumstance or the same nature of Claim or the same conduct and the aggregate amount of the related Losses equals or exceeds the De Minimis Threshold, then such De Minimis Threshold shall not exceed Euro 50,000 (the “De Minimis”)apply to any of such Claims; and (b) for any Loss other than those contemplated in item (c) below, until Until the aggregate amount sum due in connection with all such Losses (each of which in an amount of a value in excess of the De MinimisMinimis Threshold as determined ​ ​ under paragraph (a) above) actually due and payable exceeds the one-off threshold Euro 500,000 100,000 (onehundredthousand/00) (the “Aggregate Threshold”), provided that, if the Aggregate Threshold is exceeded, the Sellers and/or Spig Holding’s liability shall be limited to any liable for the excess amount in excess of the Threshold; andLoss only (franchigia assoluta). (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 7.3.2 The Sellers’ maximum aggregate liability for Breach of Warranty Indemnification shall be limited to Euro 1,550,000 an amount corresponding to (i) 10% (ten per cent) of the Definitive Purchase Price with respect to ▇▇▇▇▇▇, and (ii) Ambienta’s maximum aggregate liability for Breach 8% (eight per cent) of Warranty Indemnification shall be limited the Definitive Purchase Price with respect to Euro 1,550,000 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ (collectively with Spig Holding’s maximum aggregate liability for Breach of Warranty Indemnificationjointly, the “Cap”), it being further agreed that the Cap shall not apply with respect to any Loss pursuant to Section 7.1.1(b) in consideration that any Purchaser’s claim for Breach of Warranty Indemnification in excess of the Cap Agreement and to the Fundamental Warranties. 7.3.3 For the avoidance of doubt: (i) the determination of whether any Loss meets or exceeds the portion of any such claim exceeding the Cap) above monetary thresholds shall be made after applying all deductions, reductions, limitations and indemnifiable exclusions provided for under this Agreement; (ii) the terms and subject to the conditions monetary thresholds 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 this Clause 7.3 (Exceptions to Monetary Thresholds) and 10.3.7 shall not apply in the event of Losses deriving from the Seller’s fraud or willful misconduct (Special Indemnities)dolo) of the Sellers.