FINANCIAL LIMITS ON CLAIMS. 1.1 The aggregate liability of the Vendors in respect of all Claims (including any costs, expenses and other liabilities payable by the Vendors in connection with such Claims) (a) for breach of the Fundamental Warranties shall not exceed an amount in US$ equal to the Final Consideration, and (b) in respect of all other Claims shall not exceed an amount in US$ equal to 5% of RMB3,650,000,000 (converted at the Exchange Rate).
1.2 The Vendors shall not be liable in respect of any single Claim (and such Claim shall be disregarded for all purposes), other than any Claim for breach of the Fundamental Warranties or under Clause 9.5, unless the amount of the liability pursuant to that Claim (ignoring any liability for costs and expenses in connection with the Claim) would (but for this paragraph 1.2) exceed US$250,000 (and, for these purposes, Claims arising out of substantially the same subject matter or events shall be aggregated to form a single Claim).
1.3 The Vendors shall not be liable in respect of any single Claim (other than a Claim for breach of the Fundamental Warranties or under Clause 9.5) unless the aggregate amount of the liability of the Vendors for all Claims (other than Claims excluded by paragraph 1.2 or any other paragraph of this Schedule 5) would exceed US$5,000,000, in which case the Vendors shall be liable for the full amount of such Claims and not the excess only.
1.4 Each Vendor is only liable for its Relevant Proportion of any liability for Claims for which all Vendors are liable.
1.5 Without prejudice to the caps set out in paragraph 1.1 of this Schedule 5, the Vendors’ liability in respect of any Escrow Claim shall be limited to the amount standing to the credit of the Completion Escrow Account at the time when such Escrow Claim becomes a Settled Claim.
1.6 The aggregate liability of each Vendor in respect of all Claims (including any costs, expenses and other liabilities payable by the Vendors in connection with such Claims) shall not exceed its Relevant Proportion of the respective caps set forth in paragraph 1.1 of this Schedule 5.
1.7 In respect of any Claim arising from Losses in relation to the Non-wholly Owned Subsidiary, the Vendors’ liability shall (without prejudice to the other limitations in this paragraph 1) be limited to 70% of such Losses.
1.8 For the purposes of this paragraph 1, the liability of the Vendors in respect of a Claim shall mean the amount in respect of the Claim for which the Vendors:
(a) admits liability i...
FINANCIAL LIMITS ON CLAIMS. 1.1 Subject to paragraph 1.4, the aggregate total liability of the Vendors in respect of all Claims and claims under the Tax Covenant, including any liability for costs and interests, shall not exceed £91,800,000.
1.2 Subject to paragraph 1.4, the Vendors shall not be liable in respect of any single Claim or a claim under the Tax Covenant unless the amount of the liability pursuant to that Claim would (but for this paragraph 1.2) exceed £100,000 (and, for these purposes, Claims arising out of the same subject matter, facts, events or circumstances shall be aggregated to form a single Claim).
1.3 Subject to paragraph 1.4, the Vendors shall not be liable in respect of any Claim or a claim under the Tax Covenant unless the aggregate amount of the liability of the Vendors for all Claims (other than Claims excluded by paragraph 1.2) would exceed £1,000,000 in which case the Vendors shall be liable for the entire amount of such Claim and not merely the excess.
1.4 The limitations on liability set out in paragraph 1.1, 1.2 and 1.3 shall not apply to any Claim which is a Fundamental Warranty Claim.
FINANCIAL LIMITS ON CLAIMS. 11.3.1. Subject to the provisions of Clause 11.3.3 and notwithstanding with the provisions of Clause 11.10, the aggregate liability of the Sellers in respect of all Claims shall not exceed ten (10) per cent (%) of the Final Consideration.
11.3.2. Subject to the provisions of Clause 11.3.3, the Sellers shall not be liable in respect of any single Claim unless:
(a) the amount of the liability pursuant to that Claim would exceed fifty thousand US Dollars (US $50,000) (and, for these purposes, Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Claim); and
(b) the aggregate amount of the liability of the Sellers for all Claims (other than Claims excluded by Clause 11.3.3) would exceed one hundred thousand US Dollars (US $100,000), in which case the Sellers shall be liable for the entire amount of such Claim and not merely the excess. It is specifically agreed by the Parties that the sole remedy of the Purchaser in case of a Claim for a breach or inaccuracy of the Warranties (other than the Fundamental Warranties) shall be to set off (compensation de créance) the amount of the corresponding Loss to be indemnified by the Sellers against the amounts due by the Purchaser to the Sellers as part of the Escrow Amount or the Earn-Outs. No cash payment shall be required from the Sellers to the Purchaser under the Warranties (other than the Fundamental Warranties) and in case the amount of the Escrow Amount and/or the Earn-Outs shall not be sufficient to cover the Loss of the Purchaser or the relevant Group Company resulting from a breach of the Warranties (other than the Fundamental Warranties), the Purchaser and the Group Companies shall not have any remedy or recourse against the Sellers in this respect.
11.3.3. The provisions of Clause 11.3.1 and 11.3.2 above shall not apply in respect of any Claim for breach of any Fundamental Warranties or in case of fraud or willful misconduct; provided that the total indemnification that may be due by each Seller hereunder shall never exceed the amount corresponding to the Respective Portion of the Consideration payable to such Seller.
FINANCIAL LIMITS ON CLAIMS. Other than in respect of Title Subject Claims and Tax Subject Claims, the Warrantors have no liability for a Warranty Claim or an Indemnity Claim until the aggregate of all those Claims exceeds $100,000, in which event the Purchaser may claim the whole amount
FINANCIAL LIMITS ON CLAIMS. The Vendor has no liability for a Claim for a breach of any Warranty:
(a) unless the amount of the Claim in respect of that breach is US$100,000 or more; and
(b) until the aggregate of all Claims of US$100,000 or more for breach of the Warranties under this agreement exceeds US$1,000,000, in which event the Purchaser may claim the whole amount.
FINANCIAL LIMITS ON CLAIMS. (a) The Seller has no liability for a Claim for a breach of any Warranty (including under clause 12.3) unless the amount of the Claim in respect of that breach exceeds $5,000 for individual Claims and $60,000 for aggregate Claims.
(b) The Seller and the Guarantor are jointly and severally liable in respect of any Claim made for breach of the Warranties.
FINANCIAL LIMITS ON CLAIMS. 1.1 The aggregate liability of the Vendors in respect of all Claims shall not exceed the Consideration.
1.2 The Vendors shall not be liable in respect of any single Claim unless the amount of the liability pursuant to that Claim would (but for this paragraph 1.2) exceed $12,500 (and, for these purposes, Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Claim).
1.3 The Vendors shall not be liable in respect of any single Claim unless the aggregate amount of the liability of the Vendors for all Claims (other than Claims excluded by paragraph 1.2) would exceed $125,000, in which case the Vendors shall be liable for the entire amount of such Claim and not merely the excess.
FINANCIAL LIMITS ON CLAIMS. 1.1 The maximum aggregate liability arising out of or in connection with all Claims other than Fundamental Warranty Claims, Special Tax Covenant Claims, Tax Carve-Out Claims, Indemnity Claims (other than Product Liability Recall Claims) and Claims under, pursuant to or for breach of Clause 2.11, 2.12, 2.14, 2.14, 10, 12, 20 and/or 21 (each such Claim other than a Fundamental Warranty Claim, being an “Uncapped Claim”):
(a) against Ardutch and the Ardutch Guarantor shall not exceed EUR 200,000,000; and
(b) against Whirlpool and the Whirlpool Guarantor shall not exceed EUR 200,000,000.
1.2 The maximum aggregate liability arising out of or in connection with all Claims other than Uncapped Claims:
(a) against Ardutch and the Ardutch Guarantor shall not exceed EUR 1,200,000,000; and
(b) against Whirlpool and the Whirlpool Guarantor shall not exceed EUR 950,000,000.
1.3 Subject to paragraph 1.1, the maximum aggregate liability of the Sellers is as follows:
(a) for all Fundamental Warranty Claims shall not exceed:
(i) in respect of Ardutch, EUR 1,000,000,000; and
(ii) in respect of Whirlpool, EUR 750,000,000;
(b) for all Business Warranty Claims (other than Environmental Warranty Claims) shall not exceed:
(i) in respect of Ardutch, EUR 50,000,000; and
(ii) in respect of Whirlpool, EUR 50,000,000;
(c) for all Environmental Warranty Claims and Environmental Indemnity Claims shall not exceed:
(i) in respect of Ardutch, EUR 25,000,000; and
(ii) in respect of Whirlpool, EUR 25,000,000;
(d) for all Product Liability Recall Claims shall not exceed:
(i) in respect of Ardutch, EUR 50,000,000; and
(ii) in respect of Whirlpool, EUR 50,000,000; and
(e) for all Tax Covenant Claims (other than Special Tax Covenant Claims and Tax Carve-Out Claims) and Tax Warranty Claims shall not exceed:
(i) in respect of Ardutch, EUR 50,000,000; and
(ii) in respect of Whirlpool, EUR 50,000,000.
1.4 Ardutch shall not be liable in respect of any single Warranty Claim, Tax Covenant Claim (other than a Special Tax Covenant Claim or a Tax Carve-Out Claim) or Product Liability Recall Claim or any series of such Claims which arise from the same or substantially the same facts, matters, circumstances or events (and such Claim(s) shall be disregarded for all purposes) unless the amount that, but for the application of this paragraph 1.4, would be recoverable from Ardutch pursuant to such Warranty Claim, Tax Covenant Claim or Product Liability Recall Claim or series of such Claims (ignoring any liabilit...
FINANCIAL LIMITS ON CLAIMS. Other than in respect of Title Subject Claims and Tax Subject Claims, the Vendors have no liability for a Warranty Claim or an Indemnity Claim until the aggregate of all those Claims exceeds $500,000, in which event the Purchaser may claim the whole amount.
FINANCIAL LIMITS ON CLAIMS. Slinger Bag has no liability for a Warranty Claim or an Indemnity Claim until the aggregate of all those Claims exceeds $100,000 in which event the Vendors and/or the Company (prior to the Completion) may claim the whole amount.
