De Minimis – aggregate Clause Samples

De Minimis – aggregate. The Vendors shall not be liable in respect of any Direct Claim arising out of or in connection with the representations or warranties (other than the Fundamental Warranties, the Tax representations and warranties in Sections 5.24 and 6.10 or the Tax Indemnity in Section 14.12) unless the aggregate amount of Losses to which the Purchaser would otherwise be entitled in respect of all Direct Claims for which the Vendors (in aggregate) would otherwise be liable (but excluding, for the avoidance of doubt, the Direct Claims in respect of which the amount of Losses is below the amount referred to in Section 14.5.1) Where the aggregate amount of Losses to which the Purchaser would otherwise be entitled in respect of all Direct Claims for which the Vendors (in aggregate) would otherwise be liable exceeds such threshold, the Vendors shall be liable for the full amount and not only for the excess amount.
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De Minimis – aggregate. The Seller shall not be liable in respect of any Claim unless the aggregate amounts of the Loss incurred by the Purchaser agreed by the Parties or determined in accordance with Clause 17.14 in respect of all Claims for which the Seller would otherwise be liable under this Clause 12.3.2, but excluding, for the avoidance of doubt, these Claims in respect to which the amount of Loss is below the amount referred to in Clause 12.3.2, exceeds EUR 100,000 (one hundred thousand euro), whereupon the Seller shall pay in full such Loss. For the avoidance of doubt, the before mentioned de minimis aggregate amount shall not apply to Losses resulting from the breach of an Essential Warranty.
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Related to De Minimis – aggregate

  • De Minimis 1. A good that does not undergo a change in tariff classification in accordance with Annex 3A shall nonetheless be considered to be originating if the value of all non-originating materials that have been used in its production and do not undergo the applicable change in tariff classification does not exceed 10 percent of the value of the good, determined in accordance with Article 3.3 if: (a) the value of such non-originating materials is included in the value of non-originating materials for any applicable regional value content requirement; and (b) the good satisfies all other applicable requirements in this Chapter. 2. Paragraph 1 shall not apply to goods classified in Chapters 1 through 14 and in Chapters 50 through 63 of the HS. A good classified in Chapters 50 through 63 of the HS, produced in the territory of a Party, shall be considered an originating good if the total weight of all non-originating fibers or yarns used in the production of the component that determines the tariff classification of that good, that do not undergo the applicable change in tariff classification, does not exceed 10 percent of the weight of the good.

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

  • Unfunded Liabilities (i) The aggregate Unfunded Liabilities of all Plans would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole; (ii) the present value of the unfunded liabilities to provide the accrued benefits under all Foreign Pension Plans in the aggregate would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole; or (iii) any Reportable Event shall occur in connection with any Plan and such Reportable Event would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole.

  • Less the face value of (i.e., for purposes of current Moody’s guidelines, a. cash, b. short-term Municipal Obligations rated ▇▇▇-▇, ▇▇▇▇-▇ ▇▇ ▇-▇, and c. short-term securities that are the direct obligation of the U.S. government, provided in each case that such securities mature on or prior to the date upon which any of 1a through 1g become payable, otherwise the Moody’s Discounted Value) of any of the Fund’s assets irrevocably deposited by the Fund for the payment of any of 1a through 1g Less: The value of any of the Fund’s assets irrevocably deposited by the Fund for the payment of any of 1a through 1g.

  • Permitted Deductions The Security Agent may, in its discretion: (a) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and (b) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).