Aggregate Minimum Claims Sample Clauses
The Aggregate Minimum Claims clause sets a threshold for the total value or number of claims that must be reached before certain contractual obligations, such as indemnification or payment, are triggered. In practice, this means that minor or low-value claims are not considered individually; only when the sum of all claims exceeds the specified minimum does the responsible party become liable. This clause helps prevent the administrative burden and potential disputes over numerous small claims, ensuring that only significant issues warrant formal action under the contract.
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Aggregate Minimum Claims. 10.4.1 No Seller shall be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty in respect of any claim unless the aggregate amount of all claims for which such Seller would otherwise be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty (disregarding the provisions of this Clause 10.4) exceeds, in the case of Novartis, US$109.5 million, or, in the case of GlaxoSmithKline, US$190.5 million, in which case the relevant Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.4.2 Where the liability agreed or determined in respect of all claims exceeds US$109.5 million (in the case of Novartis) or US$190.5 million (in the case of GlaxoSmithKline) such Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.4.3 For the avoidance of doubt, the Purchaser may give notice of any single claim in accordance with and for the purposes of Clause 10.2, irrespective of whether, at the time the notice is given, the amount set out in Clause 10.4.2 has been exceeded.
Aggregate Minimum Claims. 10.3.1 The Seller shall not be liable for any Seller’s Warranty Claim or Tax Warranty Claim unless the aggregate amount of all Seller’s Warranty Claims and Tax Warranty Claims for which the Seller would otherwise be liable exceeds £3,500,000.
10.3.2 Where the liability agreed or determined in respect of (i) all Seller’s Warranty Claims and Tax Warranty Claims referred to in Clause 10.3.1 and (ii) all Wider Seller’s Warranty Claims and Wider Tax Warranty Claims exceeds £3,500,000, the liability of the Seller shall include the entire amount (and shall not be limited to the amount of the excess).
Aggregate Minimum Claims. 11.3.1 The Seller shall not be liable for any claim (or a series of claims arising from substantially identical facts or circumstances) under or in respect of the Seller’s Warranties (other than the Fundamental Warranties) unless the aggregate amount of all such claims for which the Seller would otherwise be liable (disregarding the provisions of this Clause 11.3) exceeds an amount equal to £1,250,000.
11.3.2 Where the liability agreed or determined in respect of all claims referred to in Clause 11.3.1 exceeds an amount equal to £1,250,000, the liability of the Seller shall be for the whole amount of such claim(s) and not limited to the amount of the excess.
Aggregate Minimum Claims. 12.3.1 The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim unless the aggregate amount for which the Seller would otherwise be liable under this Agreement in respect of all Claims made by the Purchaser exceeds one hundred thousand euro (EUR 100,000) and provided that, if that amount is exceeded, subject as provided elsewhere in this Clause 12, the aggregate amount shall be recoverable from the Sellers and not only the excess.
12.3.2 Once the above-mentioned amount has been exceeded, this Clause 12.3 shall no longer apply to subsequent Claims (if any).
Aggregate Minimum Claims. The Seller shall not be liable in respect of any Losses resulting from a Breach of Warranties or breach of Covenants or Losses claimed pursuant to Section 8.6.4, unless the sum of all Losses exceeds EUR 30,000 (thirty thousand Euro), in which case the Seller shall be liable for the entire amount of such Losses and not merely the excess above the amount of EUR 30,000 (thirty thousand Euro). The limitation specified in this Section 8.4 does not apply to the obligations of the Seller pursuant to Section 8.6.2.
Aggregate Minimum Claims. 10.3.1 The Seller shall not be liable under this Agreement for breach of any Seller’s Warranty (other than any Tax Warranty) in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement for breach of any Seller’s Warranty (disregarding the provisions of this Clause 10.3) exceeds 1 per cent of the Headline Amount.
10.3.2 Where the liability agreed or determined in respect of all claims exceeds 1 per cent of the Headline Amount, the Seller shall be liable for the aggregate amount of all claims as agreed or determined and not just the excess.
10.3.3 For the avoidance of doubt, the Purchaser may give notice of any single claim in accordance with and for the purposes of Clause 10.1 above, irrespective of whether, at the time the notice is given, the amount set out in Clause 10.3.1 has been exceeded.
Aggregate Minimum Claims. The Seller shall not be liable for any Warranty Claim unless the aggregate amount of all such Claims for which the Seller would otherwise be liable exceeds US$[***].
Aggregate Minimum Claims. 9.2.1 The Seller shall not be liable under this Agreement for breach of any Warranty in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement for breach of any Warranty (disregarding the provisions of this Clause 9.2) exceeds $1,000,000.
9.2.2 Where the liability agreed or determined in respect of all claims exceeds $1,000,000 subject as provided elsewhere in this Clause 9, the Seller shall be liable for the aggregate amount of all claims as agreed or determined.
Aggregate Minimum Claims. (i) The Seller shall not be liable under this Agreement in respect of any claim unless the aggregate amount of all claims for which the Seller would otherwise be liable under this Agreement (disregarding the provisions of this paragraph 2.3) exceeds US$5 million.
(ii) Where the liability agreed or determined in respect of all claims referred to in paragraph 2.3(i) exceeds US$5 million, the liability of the Seller shall be the whole amount agreed or determined and not just the excess.
Aggregate Minimum Claims. 13.3.1 The Seller shall not be liable for any individual Warranty Claim or a Claim under a Tax Warranty unless the aggregate amount of all Claims which satisfy the Minimum Claim Amount and for which the Seller would be liable in the absence of this Clause 13.3.1, exceeds [***].
13.3.2 Where the liability Determined in respect of all Claims which satisfy the Minimum Claim Amount exceeds [***], the Seller shall be liable for the aggregate amount of all such Claims as Determined and not just the excess.