Common use of Financial Limits Clause in Contracts

Financial Limits. (a) The Sellers shall have no obligation to indemnify the Buyer in respect of the indemnity contained in Clause 9.1(a) (but excluding any claim for any breach of the Fundamental Warranties which shall not be subject to any limitation under this Clause 9.3(a)) unless and until the Losses in connection with any single occurrence (or series of connected occurrences) giving rise to indemnification obligations under 9.1(a) exceed €500,000, and its Losses, in the aggregate, exceed €1,500,000 in which case the Sellers shall be liable for the whole amount and not just the excess over €1,500,000. (b) The aggregate amount of Losses for which payment is made by the Sellers in respect of the indemnities contained in Clause 9.1(a) (but excluding any claim for any breach of the Fundamental Warranties which shall not be limited other than as set out in Clause 9.3(d)), Clause 9.2(b) and the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) shall not exceed €100,000,000. (c) Where a claim relating to a breach of the Tax Warranties and/or to the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) is made on or after the second anniversary of the Closing Date but within the period permitted by Clause 9.4(b), the limitation in Clause 9.3(b) (exclusive of any claims notified but not then determined) shall be reduced to the lesser of (i) the outstanding maximum liability under Clause 9.3(b) and (ii) €50,000,000. (d) The aggregate amount of Losses for which payment is made by the Sellers in respect of a breach of the Fundamental Warranties shall not exceed the Purchase Price as finally determined. (e) There shall be no financial limitation in respect of the indemnity contained in Clause 9.1(b), Clause 9.2(a), or paragraph 6.1 of Schedule 3, or the covenant contained in clause 2.1(d) of the Tax Deed.

Financial Limits. (a) The Sellers shall have no obligation to indemnify Except in the Buyer case of fraud, the maximum aggregate liability of the CME Parties, on the one hand, and the Xxxxxxx Parties, on the other hand, for any and all Indemnity Claims or other claims arising in respect of this Agreement and made prior to Closing shall not exceed US$500,000. For the indemnity contained avoidance of doubt, this limitation shall be inapplicable for all such claims if the Closing occurs. (b) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of a Warranty only if the amount payable (but for this Clause 7.6(b)) in respect of such Indemnity Claim: (i) exceeds US$500,000; and (ii) when taken with every other Indemnity Claim for which the liability of the relevant Party or its Affiliates individually exceeds the relevant threshold for such Indemnity Claim in Clause 9.1(a7.6(b)(i) (but excluding any claim for any breach of the Fundamental Warranties which shall not be subject to any limitation under this Clause 9.3(aand 7.6(c)(i)) unless and until the Losses in connection with any single occurrence (or series of connected occurrences) giving rise to indemnification obligations under 9.1(a) exceed €500,000, and its Lossesall Indemnity Claims also exceed in aggregate US$4,000,000, in the aggregate, exceed €1,500,000 in which case the Sellers Party shall be liable for the whole amount of all such Indemnity Claims and not just only for the excess over €1,500,000. excess, provided that the foregoing limitations shall not apply (b1) The aggregate amount of Losses for which payment is made by the Sellers in respect of the indemnities contained any Indemnity Claim related to any TET Group Tax Warranty or any Fundamental Warranty or (2) in Clause 9.1(a) (but excluding respect of any claim for any breach of the Fundamental Warranties which shall not be limited other than as set out in Clause 9.3(d)), Clause 9.2(b) and the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) shall not exceed €100,000,000Indemnity Claim made prior to Closing. (c) Where a claim relating to a breach A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of any TET Group Tax Warranty or any Fundamental Warranty only if the amount payable (but for this Clause 7.6(c)) in respect of such Indemnity Claim: (i) exceeds US$100,000; and (ii) when taken with every other Indemnity Claim in respect of any TET Group Tax Warranty or any Fundamental Warranty for which the liability of the Tax Warranties and/or to relevant Party or its Affiliates individually exceeds US$100,000, also exceeds in aggregate US$2,000,000, in which case the covenants under Party shall be liable for the Tax Deed (excluding whole amount of all such Indemnity Claims and not only for the covenant at clause 2.1(dexcess, provided that any amount(s) of the Tax Deed which shall not be limited payable in amount) is made on or after the second anniversary of the Closing Date but within the period permitted by Clause 9.4(b), the limitation in Clause 9.3(b) (exclusive respect of any claims notified but not then determinedIndemnity Claim made pursuant to this Clause 7.6(c) shall be reduced included in the aggregate total for the purposes of Clause 7.6(b)(ii), and provided further that none of the foregoing limitations shall apply in respect of any Indemnity Claim made prior to the lesser of (i) the outstanding maximum liability under Clause 9.3(b) and (ii) €50,000,000Closing. (d) The aggregate amount of Losses for which payment is made by Notwithstanding the Sellers preceding provisions in this Clause 7.6, Xxxxxxx shall be liable in respect of a breach any Indemnity Claim made after Closing in respect of the Fundamental Warranties Warranty set out in Clause 4.2 of Part C of Schedule 2 only if the amount payable (but for this Clause 7.6(d)) in respect of such Indemnity Claim exceeds US$1,000,000, provided that any amount payable in respect of any Indemnity Claim made pursuant to this Clause 7.6(d) shall not exceed be included in the Purchase Price as finally determinedaggregate total for the purposes of Clause 7.6(b)(ii). (e) There For the purpose of Clauses 7.6(b) and 7.6(c) above two or more Indemnity Claims arising from the same set of facts, matters or circumstances or a series of related facts, matters or circumstances shall be no financial limitation treated as a single Indemnity Claim. (f) Except for Indemnity Claims in respect of TET Tax Group Warranties and Fundamental Warranties and except in the indemnity contained case of fraud, the maximum aggregate liability of any Party for any and all Indemnity Claims shall not exceed US$50,000,000. (g) The maximum aggregate liability of any Party for any and all Indemnity Claims arising out of or in Clause 9.1(b)connection with any breach of Warranty shall not exceed US$100,000,000, Clause 9.2(a)except in the case of fraud, or paragraph 6.1 of Schedule 3, or the covenant contained in clause 2.1(dwhich case no limits shall apply. (h) For purposes of the Tax Deedcalculation of Losses pursuant to this Clause 7, any materiality or similar qualification (including any monetary threshold) referred to in the relevant Warranty which is the subject of an Indemnity Claim shall be ignored.

Financial Limits. (a) The Sellers shall have no obligation to indemnify Except in the case of fraud or any Termination Amount payable under Clause 5.2, the maximum aggregate liability of the Seller Parties, on the one hand, and the Buyer Parties, on the other hand, for any and all Indemnity Claims or other claims arising in respect of this Agreement and made prior to Closing shall not exceed US$500,000. For the indemnity contained avoidance of doubt, this limitation shall be inapplicable for all such claims if the Closing occurs. (b) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of a Warranty only if the amount payable (but for this Clause 6.6(b)) in respect of such Indemnity Claim: (i) exceeds US$500,000; and (ii) when taken with every other Indemnity Claim for which the liability of the relevant Party or its Affiliates individually exceeds the relevant threshold for such Indemnity Claim in Clause 9.1(a6.6(b)(i) (but excluding any claim for any breach of the Fundamental Warranties which shall not be subject to any limitation under this Clause 9.3(aand 6.6(c)(i)) unless and until the Losses in connection with any single occurrence (or series of connected occurrences) giving rise to indemnification obligations under 9.1(a) exceed €500,000, and its Lossesall Indemnity Claims also exceed in aggregate US$4,000,000, in the aggregate, exceed €1,500,000 in which case the Sellers Party shall be liable for the whole amount of all such Indemnity Claims and not just only for the excess over €1,500,000. excess, provided that the foregoing limitations shall not apply (b1) The aggregate amount of Losses for which payment is made by the Sellers in respect of the indemnities contained any Indemnity Claim related to any Fundamental Warranty or (2) in Clause 9.1(a) (but excluding respect of any claim for any breach of the Fundamental Warranties which shall not be limited other than as set out in Clause 9.3(d)), Clause 9.2(b) and the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) shall not exceed €100,000,000Indemnity Claim made prior to Closing. (c) Where a claim relating to a breach A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of any Fundamental Warranty only if the amount payable (but for this Clause 6.6(c)) in respect of such Indemnity Claim: (i) exceeds US$100,000; and (ii) when taken with every other Indemnity Claim in respect of any Fundamental Warranty for which the liability of the Tax Warranties and/or to relevant Party or its Affiliates individually exceeds US$100,000, also exceeds in aggregate US$2,000,000, in which case the covenants under Party shall be liable for the Tax Deed (excluding whole amount of all such Indemnity Claims and not only for the covenant at clause 2.1(dexcess, provided that any amount(s) of the Tax Deed which shall not be limited payable in amount) is made on or after the second anniversary of the Closing Date but within the period permitted by Clause 9.4(b), the limitation in Clause 9.3(b) (exclusive respect of any claims notified but not then determinedIndemnity Claim made pursuant to this Clause 6.6(c) shall be reduced included in the aggregate total for the purposes of Clause 6.6(b)(ii), and provided further that none of the foregoing limitations shall apply in respect of any Indemnity Claim made prior to the lesser of (i) the outstanding maximum liability under Clause 9.3(b) and (ii) €50,000,000Closing. (d) The aggregate amount For the purpose of Losses for which payment is made by Clauses 6.6(b) and 6.6(c) above two or more Indemnity Claims arising from the Sellers in respect same set of facts, matters or circumstances or a breach series of the Fundamental Warranties related facts, matters or circumstances shall not exceed the Purchase Price be treated as finally determineda single Indemnity Claim. (e) There shall be no financial limitation Except for Indemnity Claims in respect of Fundamental Warranties and except in the indemnity contained case of fraud, the maximum aggregate liability of any Party for any and all Indemnity Claims shall not exceed US$100,000,000. (f) The maximum aggregate liability of any Party for any and all Indemnity Claims arising out of or in Clause 9.1(b)connection with any breach of Warranty shall not exceed US$300,000,000, Clause 9.2(a)except in the case of fraud, or paragraph 6.1 of Schedule 3, or the covenant contained in clause 2.1(dwhich case no limits shall apply. (g) For purposes of the Tax Deedcalculation of Losses pursuant to this Clause 6, any materiality or similar qualification (including any monetary threshold) referred to in the relevant Warranty which is the subject of an Indemnity Claim shall be ignored.