Common use of Financial Limits Clause in Contracts

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only; (c) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price).

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller The Sellers shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser Sellers would, but for this subparagraphparagraph 1(a), be entitled as have a result liability in respect of that Warranty Claim exceeds EUR 100,000 in which case excess of €200,000, excluding any liability for costs and interest. Where the Purchaser same facts or circumstances give rise to more than one Warranty Claim, such Warranty Claims shall be entitled aggregated for the purpose of determining whether such €200,000 sum has been exceeded. For the purposes of this paragraph 1(a) and paragraph 1(b) only, to claim the whole amount and extent that any Warranty is qualified by materiality, any such materiality qualification 004600-0228-14943-Active.18252126.10 shall be disregarded in assessing whether the quantum of damages (but not the excess only and question of breach) in this case respect of that Warranty Claim (or, where the same facts or matters give rise to more than one Warranty Claims with Claim, the aggregate quantum of damages (but not the question of breach) in respect of the same subject matter series of Warranty Claims) exceeds €200,000 or otherwise substantially connected shall be treated €7,500,000 as one and the same Warranty Claim;case may be. (b) the Seller The Sellers shall not be liable in respect of any Warranty Claim (other than Claims unless the Sellers have an aggregate liability in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed (excluding Warranty Claims excluded by virtue of paragraph 1(a) above) in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur excess of €7,500,000, excluding any liability for costs and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only;interest. (c) the maximum The aggregate liability of the Seller Sellers (excluding Seller’s including costs and Costs of Recoveryinterest) in respect of any and for all Warranty Claims (other than Claims in respect of claims under the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) Warranties shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and€5,000,000. (d) the maximum aggregate The Buyer agrees that any liability of the Seller (excluding Seller’s costs Sellers for a Warranty Claim shall be satisfied solely and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as exclusively from the Slovenian Closing this figure will be increased so as Escrow Account without recourse against the Sellers (without prejudice to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Pricea claim for fraud or fraudulent misrepresentation against a Seller).

Financial Limits. The Subject to paragraph 23, the liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) there shall be disregarded for all purposes: (i) subject to sub paragraph (a)(ii) and (a)(iii), any Claim in respect of which the amount of the damages to which the Purchaser would otherwise be entitled is less than EUR 100,000; (ii) subject to sub paragraph (a)(iii) any Claim in respect of an Agreed Litigation Matter, in respect of which the amount of the damages to which the Purchaser would otherwise be entitled (having deducted the amount of any set off, counterclaim, deduction or retention against or in connection with any such Agreed Litigation Matter) is less than the value attributed to such Agreed Litigation Matter in the column entitled “Amount” in Part B of the litigation report referenced at item 5 of Schedule 3 of the Disclosure Letter; (iii) in relation to any Claim in respect of an Agreed Litigation Matter, an amount of such Claim equal to the aggregate of: (A) the value attributed to such Agreed Litigation Matter in the column entitled “Amount” in Part B of the litigation report referred to at item 5 of Schedule 3 of the Disclosure Letter; and (B) the amount of any set off, counterclaim, deduction or retention against or in connection with any such Agreed Litigation Matter; (b) other than in relation to Claims in respect of Agreed Litigation Matters, the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that the aggregate amount of damages resulting from any and all Warranty Claims (other than Claims in respect of Agreed Litigation Matters or Claims disregarded as contemplated by paragraph (a) oben) exceed in aggregate EUR 750,000 (400,000, provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser Seller shall be entitled to claim liable for the whole aggregate amount of all such Claims as agreed or determined and not just the excess only;excess; and (c) with the exception of claims for wilful deceit (arglistige Täuschung) and other intentional breaches of contract (vorsätzliche Vertragsverletzungen) which shall not be subject to any cap: (i) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of all and any and Claims relating to the Known VAT Risk shall not exceed EUR 1,000,000; the maximum aggregate liability of the Seller in respect of all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims Title and Tax Indemnity Capacity Warranties and all and any other Claims (other than Secondary Tax Indemnity Claims) combined (other than any Claims relating to the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5Known VAT Risk) shall not exceed EUR 11,087,000 (1,000,000 provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will that such amount shall be increased by the amount of the ADP Payment Amount (if applicable) up to a maximum aggregate amount of EUR 30,000,000)1,025,500; and (dii) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of all Claims in respect of the WarrantiesKnown VAT Risk, DD Specific Indemnity the Title and Capacity Warranties and all and any other Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)EUR 2,000,000.

Financial Limits. 4.1 The liability of the Seller for breach under or in respect of the Warranties and (other than the Indemnities Fundamental Warranties, with respect to subparagraph (to the extent expressed to be applicablec) below) shall be limited as follows: (a) the Seller shall not be liable in respect of of, and there shall be disregarded for all purposes, any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds EUR 100,000 GBP200,000 (save that where any claim by the Purchaser relates to a series of related claims or events, all the damages for such related claims shall be aggregated for the purpose of this paragraph), in which case the Purchaser Seller shall be entitled to claim liable for the whole full amount of the Warranty Claim as agreed or determined and not just the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claimexcess; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims (other than claims disregarded as contemplated by subparagraph (a) above) exceed in aggregate EUR 750,000 GBP1,000,000 (provided that if the Slovenian Transaction does not occur excluding interest and Clause 13.6 applies this figure will be reduced to EUR 277,000all legal and other costs and expenses), in which case the Purchaser Seller shall be entitled to claim liable for the whole full amount of the Warranty Claim as agreed or determined and not just the excess onlyexcess; (c) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if an amount equal to 40% of the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000)Consideration; and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) Fundamental Warranties shall not exceed (when taken together with all other claims under this agreement and any claims under all other Transaction Documents) an amount equal to the aggregate 100% of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)Consideration.

Financial Limits. The Subject to paragraph 15, the liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) there shall be disregarded for all purposes, and the Seller shall not be liable in respect of of, any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless which the amount of the damages (or, in the case of a Tax Covenant Claim, the amount) to which the Purchaser would, but for this subparagraph, would otherwise be entitled as a result of that Warranty Claim exceeds EUR 100,000 is less than: (i) in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one Claims in respect of Title and the same Warranty ClaimCapacity Warranties, nil; (ii) in respect of all other Claims other than a claim under clause 10 of this agreement, A$450,000; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of or Tax Covenant Claim or any claim under the Fundamental Warranties) except to General Indemnity unless the extent that the aggregate amount of damages (or, in the case of a Tax Covenant Claim, the amount) resulting from any and all Warranty Claims exceed and Tax Covenant Claims or any claims under the General Indemnity (other than Claims disregarded as contemplated by paragraph (a) above) exceeds in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case retention under the Purchaser shall be entitled to claim the whole amount and not the excess onlyW&I Insurance Policy; (c) the maximum aggregate liability of the Seller arising out of or in connection with any and all Warranty Claims, Tax Covenant Claims or any claim under the General Indemnity shall not exceed AUD 1; (excluding Seller’s costs and Costs of Recoveryd) the Seller shall not be liable in respect of any Other Claim unless the aggregate amount of damages resulting from any and all Warranty Other Claims (other than Other Claims disregarded as contemplated by paragraph (a) above) exceeds in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000)aggregate AUD 250,000; and (de) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of all and any Other Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)USD$321,345,000.

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the 2.1 No Seller shall not be liable in respect of any Warranty single Claim (other than Claims in respect of relation to the Fundamental Title Warranties) unless the amount aggregate liability of the damages Sellers pursuant to which such Claim or series of Claims arising from the Purchaser would, but for this subparagraph, be entitled as a result same set of that Warranty Claim exceeds EUR 100,000 facts or circumstances (excluding any liability in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one costs and the same Warranty expenses incurred in association with that Claim;) exceeds €300,000. (b) the 2.2 No Seller shall not be liable in respect of any Warranty single Non-Tax Claim (other than Claims in relation to the Title Warranties) unless the aggregate amount of the liability of that Seller for all Claims not excluded by paragraph 2.1 exceeds €4,250,000, and then shall only be liable for the excess over €4,250,000. 2.3 The aggregate liability of each Seller in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser any claim under clause 5 and clause 8.8) shall be entitled limited to claim and shall in no event exceed an amount equal to the whole amount and not the excess only;Consideration received by it. (c) the maximum 2.4 The aggregate liability of the each Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims shall be limited to and shall in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not no event exceed an amount equal to the aggregate 20 percent of the Croatian Purchase Price Consideration received by it. 2.5 Except in relation to a Tax Covenant Claim (provided thatin respect of which the proportionate liabilities of the Sellers shall be determined in accordance with Schedule 6), if subject to paragraphs 2.1 to 2.4 above and taking into consideration the Slovenian Transaction occurseffects of paragraphs 1.3 and 1.4 above, then as from where: (a) both Sellers are liable (or potentially liable) in respect of a Claim (or a claim under clause 5 or clause 8.8) the Slovenian Closing liability of each Seller shall not exceed its Relevant Proportion of such claim; and (b) one Seller is solely liable (or potentially liable) in respect of a Claim (or a claim under clause 5 or clause 8.8), the relevant Seller shall be liable in respect of the entirety of such claim without reduction by reference to its Relevant Proportion. 2.6 ITI shall be solely responsible for any claims under this figure will be increased so as to thereafter equal an amount equal agreement which relate to the Croatian Purchase Price plus the Slovenian Purchase Pricetransfer of additional shares in TVN to N-Vision and/or any allotment of additional shares in N-Vision to ITI referred to in clause 6.2(e) (and, notwithstanding any other provision of this agreement, GC+ shall have no liability in relation to any such claim).

Financial Limits. The 2.1 Subject to paragraphs 2.2 and 2.3 of this Schedule 5, the maximum aggregate liability of the Seller Sellers in respect of all Claims (other than Indemnity Claims) shall not exceed £125,000, 2.2 The maximum aggregate liability of the Sellers in respect of all Claims (other than Indemnity Claims) recoverable by the Buyer under the Warranty and Indemnity Insurance Policy shall not exceed £62,500. 2.3 Where the loss or liability to the Buyer or the Company in respect of all claims for breach of the Fundamental Warranties and exceeds £15,000,000 (“Excess”), the Indemnities (to the extent expressed to be applicable) Sellers shall be limited as follows:liable for the Excess only and subject to a maximum aggregate liability of the aggregate sum of the Consideration less £15,000,000. (a) 2.4 The maximum aggregate liability of the Seller Sellers in respect of an Indemnity Claim pursuant to clause 6.1.1 shall not exceed £100,000. 2.5 The maximum aggregate liability of the Sellers in respect of an Indemnity Claim pursuant to clause 6.1.2 shall not exceed £200,000. 2.6 The Sellers shall not be liable in respect of any Warranty for a Claim (other than Claims in respect of the Fundamental Warrantiesa Covenant Claim and an Indemnity Claim) unless the amount of such Claim, when aggregated with other Claims based on the damages to which the Purchaser wouldsame facts, but for this subparagraph, be entitled as a result exceeds £50,000 in respect of that Warranty Claim exceeds EUR 100,000 any single item (in which case event the Purchaser Buyer shall be entitled to claim the whole of the amount thereof and not merely the excess only and in this case the Warranty Claims with respect excess). 2.7 The amount of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the liability of a Seller for any Claim shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that exceed the amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only; (c) the maximum aggregate liability such Seller’s Relevant Seller Proportion of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)Claim.

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller The Sellers shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser Sellers would, but for this subparagraphparagraph 1(a), be entitled as have a result liability in respect of that Warranty Claim exceeds EUR 100,000 in which case excess of €200,000, excluding any liability for costs and interest. Where the Purchaser same facts or circumstances give rise to more than one Warranty Claim, such Warranty Claims shall be entitled aggregated for the purpose of determining whether such €200,000 sum has been exceeded. For the purposes of this paragraph 1(a) and paragraph 1(b) only, to claim the whole amount and extent that any Warranty is qualified by materiality, any such materiality qualification shall be disregarded in assessing whether the quantum of damages (but not the excess only and question of breach) in this case respect of that Warranty Claim (or, where the same facts or matters give rise to more than one Warranty Claims with Claim, the aggregate quantum of damages (but not the question of breach) in respect of the same subject matter series of Warranty Claims) exceeds €200,000 or otherwise substantially connected shall be treated €7,500,000 as one and the same Warranty Claim;case may be. (b) the Seller The Sellers shall not be liable in respect of any Warranty Claim (other than Claims unless the Sellers have an aggregate liability in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed (excluding Warranty Claims excluded by virtue of paragraph 1(a) above) in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur excess of €7,500,000, excluding any liability for costs and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only;interest. (c) the maximum The aggregate liability of the Seller Sellers (excluding Seller’s including costs and Costs of Recoveryinterest) in respect of any and for all Warranty Claims (other than Claims in respect of claims under the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) Warranties shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and€5,000,000. (d) the maximum aggregate The Buyer agrees that any liability of the Seller (excluding Seller’s costs Sellers for a Warranty Claim shall be satisfied solely and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as exclusively from the Slovenian Closing this figure will be increased so as Escrow Account without recourse against the Sellers (without prejudice to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Pricea claim for fraud or fraudulent misrepresentation against a Seller).

Financial Limits. 1.1 The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller Sellers shall not be liable in respect of any Warranty Claim (other than Claims unless their liability in respect of such Warranty Claim would exceed €50,000, excluding any liability for costs and interest. For the Fundamental Warranties) unless purposes of this paragraph, Warranty Claims arising from the amount of the damages to which the Purchaser would, but for this subparagraph, same events or causes shall be entitled regarded as a result of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same single Warranty Claim;. (b) the Seller 1.2 The Sellers shall not be liable in respect of any Warranty Claim (other than Claims unless their aggregate liability in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all such Warranty Claims (excluding Warranty Claims for which they have no liability by reason of paragraph 1.1) would exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur €500,000, excluding any liability for costs and Clause 13.6 applies this figure will be reduced to EUR 277,000)interest, in which case circumstances the Purchaser Sellers shall be entitled to claim liable for the whole entire amount and not just the excess only;over €500,000. (c) 1.3 Unless expressly provided otherwise, the maximum aggregate liability of the each Seller (excluding for all claims under this Agreement shall not exceed such Seller’s costs and Costs Seller Liability Cap, provided always that the aggregate liability of Recoveryeach Seller for: (a) in respect of any and all General Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity IP Warranty Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate 20% of the Croatian Purchase Price such Seller’s Seller Liability Cap less any claims previously paid out by such Seller under this Agreement; (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal b) all IP Warranty Claims shall not exceed an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)30% of such Seller’s Seller Liability Cap less any claims previously paid out by such Seller under this Agreement; (c) all Tax Claims shall not exceed an amount equal to 30% of such Seller’s Seller Liability Cap less any claims previously paid out by such Seller under this Agreement.

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds EUR 100,000 100,000, in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000)750,000, in which case the Purchaser shall be entitled to claim the whole amount and not the excess only; (c) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price).

Financial Limits. The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the No Seller shall not be liable in respect of any Warranty Claim (other than Claims for breach of the Sellers’ Warranties in respect of the Fundamental Warranties) unless which the amount of the damages Losses to which the Purchaser would, but for this subparagraph, would otherwise be entitled as a result of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser shall be entitled is less than (after all deductions pursuant to claim the whole amount and not the excess only and in this case the Warranty Claims with respect Clause 12) 0.1% of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim;Purchase Price. (b) the No Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect for breach of the Fundamental Sellers’ Warranties) except to , unless the extent that the aggregate amount of damages Losses to which the Purchaser would otherwise be entitled resulting from any and all Warranty such Claims exceed in aggregate EUR 750,000 (provided that if other than such Claims disregarded pursuant to Clause 12.8(a)) exceeds (after all deductions pursuant to this Clause 12) 1% of the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000)Purchase Price, in which case event the Purchaser Sellers shall be entitled to claim liable for the whole entire amount and not the excess only;of such Claim. (c) The maximum aggregate liability of the Sellers arising out of or in connection with any Claim for breach of the Sellers’ Warranties and the Tax Covenant shall not exceed, in the aggregate, USD 1, whereby the maximum liability for each individual Seller, shall be such Seller’s portion of the Purchase Price of USD 1. (d) Without prejudice to Clause 12.8(c), the maximum aggregate liability of the any Seller (excluding Seller’s costs and Costs arising out of Recovery) or in respect of connection with any and all Warranty Claims (Claim other than Claims in respect for breach of the Fundamental Warranties), DD Specific Indemnity Claims Sellers’ Warranties and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided thatexceed, if in the Slovenian Transaction occursaggregate, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability 12.5% of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect portion of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Initial Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price).which such Seller is entitled.‌

Financial Limits. The Subject to paragraph 19, the liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) the Seller there shall not be liable disregarded for all purposes any Warranty Claim in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) unless which the amount of the damages to which the Purchaser would, but for this subparagraph, would otherwise be entitled as a result of that Warranty Claim exceeds is less than EUR 100,000 in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim100,000; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of unless the Fundamental Warranties) except to the extent that the aggregate amount of damages resulting from any and all Warranty such Claims (other than Claims disregarded as contemplated by paragraph (a) above) exceed in aggregate EUR 750,000 (2,000,000, provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser Seller shall be entitled to claim liable for the whole aggregate amount of all such Claims as agreed or determined and not just the excess onlyexcess; (c) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs arising out of Recovery) or in respect of connection with any and all Warranty Claims (other than any Claims in respect of the Fundamental Title and Capacity Warranties but including any Claims in respect of any other Seller’s Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than including, for the indemnity under paragraph 8.1(a) avoidance of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) doubt, any liability pursuant to clause 16, shall not exceed EUR 11,087,000 (provided that, if an amount equal to 12.5% of the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); andEstimated Purchase Price; (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs arising out of Recovery) or in respect connection with any Tax Covenant Claims, including, for the avoidance of Claims in respect of the Warrantiesdoubt, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) any liability pursuant to clause 16, shall not exceed an amount equal to the aggregate 50% of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Estimated Purchase Price; and (e) the maximum aggregate liability of the Seller in respect of all Claims in respect of the Title and Capacity Warranties and all and any other Claims (other than a Claim under and in connection with subclauses 5.5, 5.8 and 10.12), including, for the avoidance of doubt, any liability pursuant to clause 16, shall not exceed the amount of the Purchase Price.

Financial Limits. 3.1 The parties agree as follows in respect of Relevant Claims: (A) no liability shall attach to the Warrantors in respect of a Relevant Claim unless the liability of the Seller Warrantors in respect of such claim exceeds £4,000 in which case the Warrantors shall (subject to paragraph 3.1(B)) be liable for breach the whole of such amount and not merely the excess (provided that claims in respect of similar facts and circumstances may be aggregated for these purposes); (B) no liability shall attach to the Warrantors in respect of a Relevant Claim unless the aggregate amount of liabilities in respect of all Relevant Claim(s) for which they would, in the absence of this provision, be liable shall exceed £40,000 but if such liabilities shall exceed that sum the Warrantors shall (subject to the other provisions hereof) be liable for the whole of such liabilities and not merely for the excess; (C) the aggregate amount of the Warranties and liability of the Indemnities (Warrantors in respect of all Relevant Claims shall not exceed the amount of the Price actually received by the Vendors as at such date subject to the extent expressed right of the Purchaser to be applicable) shall be limited set off as follows:against the liability of the Purchaser to pay to any Vendors any deferred element of the Price any excess of all Relevant Claims due from such Warrantor and not so recovered at any relevant time due to the implementation of the provisions of this paragraph; and (aD) nothing in paragraph 3.1(C) of this Schedule 12 or otherwise in this Agreement such entitle the Seller shall not be liable Purchaser to off set against any Vendor’s entitlement to any consideration payable under this Agreement any accrued liability of any other Vendor in respect of any Warranty Claim (other than Claims breach of the Vendor Warranties. For the avoidance of doubt, nothing in this paragraph 3.1 shall limit the amount which the Purchaser can recover from an individual Vendor in respect of the Fundamental a breach by that Vendor of any of his Vendor Warranties) unless the amount . 3.2 None of the damages limitations contained in paragraph 3.1 shall apply to any Relevant Claim which arises as the Purchaser wouldconsequence of, but for this subparagraph, be entitled or is delayed as a result of, fraud, dishonest mis-statement, concealment or other similar conduct by the Vendors, the Warrantors or any of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the extent that the amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only; (c) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)them.

Financial Limits. The Subject to paragraph 15, the liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: k. there shall be disregarded for all purposes, and the Seller shall not be liable in respect of, any Claim in respect of which the amount of the damages (aor, in the case of a Tax Covenant Claim, the amount) to which the Purchaser would otherwise be entitled is less than: a. in respect of Claims in respect of Title and Capacity Warranties, nil; b. in respect of all other Claims other than a claim under clause 10 of this agreement, A$450,000; l. the Seller shall not be liable in respect of any Warranty Claim or Tax Covenant Claim or any claim under the General Indemnity unless the aggregate amount of damages (or, in the case of a Tax Covenant Claim, the amount) resulting from any and all Warranty Claims and Tax Covenant Claims or any claims under the General Indemnity (other than Claims disregarded as contemplated by paragraph (a) above) exceeds in respect aggregate the retention under the W&I Insurance Policy; m. the maximum aggregate liability of the Fundamental Warranties) unless Seller arising out of or in connection with any and all Warranty Claims, Tax Covenant Claims or any claim under the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds EUR 100,000 in which case the Purchaser General Indemnity shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claimexceed AUD 1; (b) n. the Seller shall not be liable in respect of any Warranty Other Claim (other than Claims in respect of unless the Fundamental Warranties) except to the extent that the aggregate amount of damages resulting from any and all Warranty Other Claims exceed (other than Other Claims disregarded as contemplated by paragraph (a) above) exceeds in aggregate EUR 750,000 (provided that if the Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to EUR 277,000), in which case the Purchaser shall be entitled to claim the whole amount and not the excess only;AUD 250,000; and (c) o. the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of all and any and all Warranty Other Claims (other than Claims in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of the Seller (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Warranties, DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of this Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed an amount equal to the aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price)USD$321,345,000.