Common use of Financial Limits Clause in Contracts

Financial Limits. 3.1 The liability of the Sellers under or in respect of any Warranty Claim, a Clause 10.7 Covenant Claim and, where applicable, a Tax Claim shall be limited as follows: (a) the Sellers shall not be liable in respect of, and there shall be disregarded for all purposes, any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim, unless the amount of the damages or payment (as the case may be) to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim or Clause 10.7 Covenant Claim (as the case may be) exceeds EUR 750,000 and for these purposes (x) multiple claims arising from a single cause of action or similar fact or circumstance shall not be considered to be separate Claims, and (y) any Clause 10.7 Covenant Claims arising under a subsection of clause 10.7 shall be aggregated with all other Clause 10.7 Covenant Claims arising under the same subsection of clause 10.7, but not with any Clause 10.7 Covenant Claim arising under any other subsection of clause 10.7; (b) the Sellers shall not be liable in respect of any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim except to the extent that the amount of damages resulting from any and all Warranty Claims and Clause 10.7 Covenant Claims (other than claims disregarded as contemplated by subparagraph (a) above) exceed in aggregate an amount equal to EUR 9,000,000 (the “Threshold”) and in the event the aggregate amount exceeds the Threshold, the Sellers shall only be liable for any amount in excess of the Threshold; and (c) the maximum aggregate liability of the Sellers in respect of: (i) any and all Warranty Claims (other than a Fundamental Warranty Claim or Tax Warranty Claim) and Clause 10.7 Covenant Claims, in the aggregate, shall not exceed an amount equal to 27.5% of the Consideration; and (ii) any and all Tax Claims shall not exceed an amount equal to 27.5% of the Consideration. For the avoidance of doubt, the liability of the Sellers under any other provision of this Agreement shall not be subject to any financial limits.

Financial Limits. 3.1 2.1 The liability of the Sellers under or in respect of any Warranty Claim, a Clause 10.7 Covenant Claim and, where applicable, a Tax Claim shall be limited as follows: (a) the Sellers shall not be liable in respect of, and there shall be disregarded for all purposes, any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim, unless the amount of the damages or payment (as the case may be) to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim or Clause 10.7 Covenant Claim (as the case may be) exceeds EUR 750,000 and for these purposes (x) multiple claims arising from a single cause of action or similar fact or circumstance shall not be considered to be separate Claims, and (y) any Clause 10.7 Covenant Claims arising under a subsection of clause 10.7 shall be aggregated with all other Clause 10.7 Covenant Claims arising under the same subsection of clause 10.7, but not with any Clause 10.7 Covenant Claim arising under any other subsection of clause 10.7; (b) the Sellers Seller shall not be liable in respect of any General Warranty Claim or any Tax Claim or any Indemnity Claim unless the Seller would, but for this paragraph 2.1, have a liability in respect of that General Warranty Claim or Tax Claim or Indemnity Claim, as the case may be, in excess of £1,000, excluding any liability for costs and interest. Where the same facts or circumstances give rise to more than one Claim, such Claims shall be aggregated for the purpose of determining whether such £1,000 sum has been exceeded. 2.2 The Seller shall not be liable in respect of any General Warranty Claim, Tax Claim (other than a Fundamental Warranty an ADS/VDS Tax Covenant Claim) or Clause 10.7 Indemnity Claim unless the Seller has an aggregate liability in respect of all Warranty Claims, Tax Claims and Indemnity Claims (excluding all Warranty Claims, Tax Claims and Indemnity Claims for which the Seller has no liability by reason of paragraph 2.1 and excluding any ADS/VDS Tax Covenant Claim except Claims) in excess of £1,200,000, excluding any liability for costs and interest (in which event, the Seller shall be liable for the full amount (including, in addition, any liability for reasonable costs and interest) and not merely the excess over such amount). 2.3 The aggregate liability of the Seller for all General Warranty Claims, Tax Claims and Indemnity Claims shall not exceed the total of: 2.3.1 the sum of all and any amounts payable by LKQ under the Series A Loan Notes held by the Seller and the Flowering Shareholders less the amount of any sums that the Buyer has set-off against and deducted from the Adjustments to be paid to the Seller pursuant to clause 7; 2.3.2 the Contingent Consideration payable to the Seller and to the Flowering Shareholders including the sum of all and any amounts payable pursuant to the 2012 Earn-out Loan Notes and the 2013 Earn-out Loan Notes; and 2.3.3 the proceeds of the Insurance Policy. 2.4 Subject to clause 7 and paragraph 2.7, the Buyer agrees that any liability of the Seller for all Warranty Claims, Tax Claims and Indemnity Claims shall be satisfied as follows: 2.4.1 first by cancellation by the Buyer of Series A Loan Notes held by the Seller and, in respect of General Warranty Claims, Tax Claims and Indemnity Claims only, by the cancellation by the Buyer of Series A Loan Notes held by the Flowering Shareholders up to an amount which is equal to the Insurance Excess; 2.4.2 secondly, by the Buyer seeking to recover under the Insurance Policy up to an amount equal to the amount of the Insurance Cap; 2.4.3 subject to paragraph 2.7, thirdly and only to the extent that the aggregate amount of damages resulting from any and all Warranty Claims, Tax Claims and Clause 10.7 Covenant Indemnity Claims (other is greater than claims disregarded as contemplated the Insurance Excess plus the amount actually recovered by subparagraph (a) above) exceed in aggregate an the Buyer under the Insurance Policy, by set-off against the amount equal of Contingent Consideration payable to EUR 9,000,000 (the “Threshold”) Seller pursuant to clause 5 and in respect of General Warranty Claims, Tax Claims and Indemnity Claims only, against the event amount of Contingent Consideration payable to the Flowering Shareholders and/ or the 2012 Earn-out Loan Notes and/ or the 2013 Earn-out Loan Notes; and 2.4.4 subject to paragraph 2.7, fourthly and only to the extent that the aggregate amount exceeds of any Warranty Claims, Tax Claims and Indemnity Claims is greater than the Thresholdsum of the Insurance Excess plus the amount actually recovered by the Buyer under the Insurance Policy plus the aggregate amount set off by the Buyer pursuant to paragraph 2.4.3 in accordance with this Agreement, by the cancellation by the Buyer of any outstanding Series A Loan Notes held by the Seller and in respect of General Warranty Claims, Tax Claims and Indemnity Claims only, of any outstanding Series A Loan Notes held by the Flowering Shareholders. 2.5 Under no circumstances shall the Seller be liable to make any payment to the Buyer in respect of General Warranty Claims or Tax Claims or Indemnity Claims except by way of set off against amounts payable under the Loan Notes, the Sellers shall only be liable for any amount in excess of Adjustments and/or the Threshold; and (c) the maximum aggregate liability of the Sellers in respect of: (i) any Contingent Consideration under clause 7 and all Warranty Claims (other than a Fundamental Warranty Claim or Tax Warranty Claim) paragraphs 2.4.1, 2.4.3, and Clause 10.7 Covenant Claims, in the aggregate, shall not exceed an amount equal to 27.5% of the Consideration; and (ii) any and all Tax Claims shall not exceed an amount equal to 27.5% of the Consideration. For the avoidance of doubt, the liability of the Sellers under any other provision of this Agreement shall not be subject to any financial limits2.4.

Financial Limits. 3.1 1.1 The liability of the Sellers under or in respect of any Warranty Claim, a Clause 10.7 Covenant Claim and, where applicable, a Tax Claim shall be limited as follows: (a) the Sellers shall not be liable in respect of, and there shall be disregarded for all purposes, any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim, unless the amount of the damages or payment (as the case may be) to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim or Clause 10.7 Covenant Claim (as the case may be) exceeds EUR 750,000 and for these purposes (x) multiple claims arising from a single cause of action or similar fact or circumstance shall not be considered to be separate Claims, and (y) any Clause 10.7 Covenant Claims arising under a subsection of clause 10.7 shall be aggregated with all other Clause 10.7 Covenant Claims arising under the same subsection of clause 10.7, but not with any Clause 10.7 Covenant Claim arising under any other subsection of clause 10.7; (b) the Sellers shall not be liable in respect of any Warranty Claim (or any Tax Claim unless they have an aggregate liability in respect of that Warranty Claim or, as the case may be, Tax Claim in excess of £15,000. 1.2 The Sellers shall not be liable in respect of any Warranty Claim or any Tax Claim other than a Fundamental Tax Claim pursuant to paragraphs 1.2, 1.3, 1.4, 1.5 and 1.6 of part 3 of schedule 3 unless the Sellers have an aggregate liability in respect of all Warranty ClaimClaims and Tax Claims (excluding all Warranty Claims and Tax Claims for which the Sellers have no liability by reason of paragraph 1.1) or Clause 10.7 Covenant Claim except to the extent that the amount of damages resulting from any and all Warranty Claims and Clause 10.7 Covenant Claims (other than claims disregarded as contemplated by subparagraph (a) above) exceed under the Business Sale Agreement in aggregate an amount equal to EUR 9,000,000 (the “Threshold”) excess of £500,000, and in the event the aggregate amount exceeds the Threshold, the Sellers shall only such circumstances they will be liable for any the entire amount of such claims. 1.3 For the purposes of this paragraph 1, a Warranty Claim or a Tax Claim which is based on more than one event or circumstance, each of which would separately give rise to a Warranty Claim or Tax Claim, shall be treated as a separate Warranty Claim or Tax Claim, as the case may be, in excess respect of the Threshold; andeach event or circumstance. (c) the 1.4 The maximum aggregate liability of the Sellers in respect of: of all claims by the Buyer to be indemnified under clause 4.4 all Warranty Claims and Tax Claims and all claims by TRM (iATM) any Limited to be indemnified under clause 5.3 of the Business Sale Agreement and all Warranty Claims (other than a Fundamental Warranty Claim or Tax Warranty Claim) and Clause 10.7 Covenant Claims, in under the aggregate, Business Sale Agreement shall not exceed an amount equal to 27.5% of the Considerationaggregate of: 1.4.1 £43,373,000; and 1.4.2 plus any sum payable by the Buyer and minus any sum payable to the Buyer in accordance with clauses 6.2 and 6.5 of this Agreement; and 1.4.3 minus any reduction in the purchase price pursuant to clause 10.8; and 1.4.4 minus any sum payable to the Buyer in accordance with clause 10.9; and 1.4.5 plus any sum payable by TRM (iiATM) Limited and minus any and all Tax Claims shall not exceed an amount equal sum payable to 27.5% TRM (ATM) Limited in accordance with clause 6.4 of the Consideration. For the avoidance of doubt, the liability Business Sale Agreement; and 1.4.6 less any amount paid to TRM (ATM) Limited under clause 11.8.2.1 of the Sellers under Business Sale Agreement; and 1.4.7 plus any other provision of this Agreement shall not be subject increase in the purchase price pursuant to any financial limitsclause 10.8 and 10.

Financial Limits. 3.1 The liability of the Sellers under or in respect of any Warranty Claim, a Clause 10.7 Covenant Claim and, where applicable, a Tax Claim 2.1 No Seller shall be limited as follows: (a) the Sellers shall not be liable in respect of, and there shall be disregarded for all purposes, any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim, unless the amount of the damages or payment (as the case may be) to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim or Clause 10.7 Covenant Claim (as the case may be) exceeds EUR 750,000 and for these purposes (x) multiple claims arising from a single cause of action or similar fact or circumstance shall not be considered to be separate Claims, and (y) any Clause 10.7 Covenant Claims arising under a subsection of clause 10.7 shall be aggregated with all other Clause 10.7 Covenant Claims arising under the same subsection of clause 10.7, but not with any Clause 10.7 Covenant Claim arising under any other subsection of clause 10.7; (b) the Sellers shall not be liable in respect of any Warranty single Claim (other than a Fundamental Warranty Claims in relation to the Title Warranties) unless the aggregate liability of the Sellers pursuant to such Claim or series of Claims arising from the same set of facts or circumstances (excluding any liability in respect of the costs and expenses incurred in association with that Claim) or Clause 10.7 Covenant exceeds €300,000. 2.2 No Seller shall be liable in respect of any single Non-Tax Claim except (other than Claims in relation to the extent that Title Warranties) unless the aggregate amount of damages resulting from 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 any and all Claims (and any claim under clause 5 and clause 8.8) shall be limited to and shall in no event exceed an amount equal to the Consideration received by it. 2.4 The aggregate liability of each Seller in respect of any and all Warranty Claims shall be limited to and Clause 10.7 Covenant Claims (other than claims disregarded as contemplated by subparagraph (a) above) exceed shall in aggregate an amount equal to EUR 9,000,000 (the “Threshold”) and in the no event the aggregate amount exceeds the Threshold, the Sellers shall only be liable for any amount in excess of the Threshold; and (c) the maximum aggregate liability of the Sellers in respect of: (i) any and all Warranty Claims (other than a Fundamental Warranty Claim or Tax Warranty Claim) and Clause 10.7 Covenant Claims, in the aggregate, shall not exceed an amount equal to 27.5% 20 percent of the ConsiderationConsideration received by it. 2.5 Except in relation to a Tax Covenant Claim (in respect of which the proportionate liabilities of the Sellers shall be determined in accordance with Schedule 6), subject to paragraphs 2.1 to 2.4 above and taking into consideration the effects of paragraphs 1.3 and 1.4 above, 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 liability of each Seller shall not exceed its Relevant Proportion of such claim; and (iib) any and all Tax Claims 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 not exceed an amount equal to 27.5% be liable in respect of the Consideration. For entirety of such claim without reduction by reference to its Relevant Proportion. 2.6 ITI shall be solely responsible for any claims under this agreement which relate to the avoidance transfer of doubtadditional 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, the liability of the Sellers under notwithstanding any other provision of this Agreement agreement, GC+ shall not be subject have no liability in relation to any financial limitssuch claim).