Common use of De Minimis Amount Clause in Contracts

De Minimis Amount. (i) IP RemainCo shall not be required to indemnify, defend and hold harmless the Product SpinCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.2 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds $25,000 (the “De Minimis Amount”); provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds $10,000,000 (the “Section 7.10(a) Basket”), the De Minimis Amount shall no longer apply, after which IP RemainCo shall be obligated for all Indemnifiable Losses under Section 7.2 from the first dollar regardless of the Section 7.10(a) Basket. (ii) Product SpinCo shall not be required to indemnify, defend and hold harmless the IP RemainCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.3 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds the De Minimis Amount; provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds the Section 7.10(a) Basket, the De Minimis Amount shall no longer apply, after which Product SpinCo shall be obligated for all Indemnifiable Losses under Section 7.3 from the first dollar regardless of the Section 7.10(a) Basket.

De Minimis Amount. (i) IP RemainCo SpecCo shall not be required to indemnify, defend and hold harmless the Product SpinCo MatCo Indemnitees and the AgCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.2 8.2 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds $25,000 (the “De Minimis Amount”) (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not the De Minimis Amount); provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds exceed $10,000,000 (the “Section 7.10(a8.13(c) Basket”) (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not subject to, or included in any calculation with respect to, the Section 8.13(c) Basket), the De Minimis Amount shall no longer apply, after which IP RemainCo SpecCo shall be obligated for all Indemnifiable Losses under Section 7.2 8.2 from the first dollar regardless of the Section 7.10(a8.13(c) Basket. (ii) Product SpinCo MatCo shall not be required to indemnify, defend and hold harmless the IP RemainCo SpecCo Indemnitees and the AgCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.3 8.3 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds the De Minimis Amount (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not the De Minimis Amount); provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds exceed the Section 7.10(a8.13(c) Basket (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not subject to, or included in any calculation with respect to, the Section 8.13(c) Basket), the De Minimis Amount shall no longer apply, after which Product SpinCo MatCo shall be obligated for all Indemnifiable Losses under Section 7.3 8.3 from the first dollar regardless of the Section 7.10(a8.13(c) Basket. (iii) AgCo shall not be required to indemnify, defend and hold harmless the SpecCo Indemnitees and the MatCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 8.4 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds the De Minimis Amount (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not the De Minimis Amount); provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceed the Section 8.13(c) Basket (other than those subject to the Designated DDOB De Minimis Threshold, which shall be subject thereto but not subject to, or included in any calculation with respect to, the Section 8.13(c) Basket), the De Minimis Amount shall no longer apply, after which AgCo shall be obligated for all Indemnifiable Losses under Section 8.4 from the first dollar regardless of the Section 8.13(c) Basket.