Common use of Limitation of Seller’s Liability Clause in Contracts

Limitation of Seller’s Liability. The covenant given in paragraph 2.1 and any claim made under the Tax Warranties shall not cover any Tax Liability to the extent that: 3.1 provision or reserve in respect thereof was made in the Locked Box Accounts, or the Tax Liability was otherwise taken into account in the Locked Box Accounts; 3.2 it was paid or discharged on or before the Locked Box Accounts Date or such payment or discharge was taken into account in the preparation of the Locked Box Accounts; 3.3 it is Permitted Leakage; 3.4 it arises from any Event occurring, or in respect of amounts earned, accrued or received, in the Ordinary Course of the Company since the Locked Box Accounts Date; 3.5 it would not have arisen or been increased but for any act, omission or transaction carried out (or deemed to be carried out) at the written request or with the written approval of the Purchaser or which was expressly authorised in this Deed (other than the submission of Tax Returns pursuant to paragraph 10 of this Schedule); 3.6 it would not have arisen or been increased or would have been reduced but for a failure or omission on the part of the Purchaser, or the Company after Completion to make any election, Surrender, claim or give any valid notice or consent under any Tax Act or claim any Relief the making, claiming or giving of which was taken into account in computing the provision or reserve for Tax in the Locked Box Accounts; 3.7 it arises by reason of any total or partial disclaimer by the Company after Completion of the whole or part of any allowance or amortisation available to the Company in respect of capital expenditure or investment made by the Company on or before Completion (other than a Purchaser's Relief) or by reason of the total or partial withdrawal or revocation by the Company after Completion of any claim for Relief (other than a Purchaser's Relief) made (whether provisionally or otherwise) prior to Completion; 3.8 any Relief (other than a Purchaser's Relief but including the Surrender to the Company of any Reliefs or losses by the Seller or any member of the Seller's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of the appropriate claim; 3.9 any income, profits or gains to which that Tax Liability is attributable were actually earned or received by or actually accrued to the Company but were not (in either such case) reflected in the Locked Box Accounts; 3.10 any Company or the Purchaser obtains the benefit of a Relief for an expenditure, reserve or provision which was taken into account in preparing the Locked Box Accounts but was not treated as deductible or allowable for Tax purposes; 3.11 it comprises of interest or penalties arising by virtue of any underpayment of an instalment of Tax prior to Completion insofar as any such underpayment would not have been an underpayment but for an Event occurring after Completion; or 3.12 it arises or is increased as a consequence of any failure by the Purchaser to comply with any of its

Limitation of Seller’s Liability. The covenant given Except as expressly set forth in paragraph 2.1 the AEW Guaranty, Medicare/Medicaid Assignment, Interim Structure documents and any claim made under the Tax Warranties shall not cover any Tax Liability Tarzana Interim Structure documents, with respect to the extent that: 3.1 provision or reserve in respect thereof was made in the Locked Box Accounts, or the Tax Liability was otherwise taken into account in the Locked Box Accounts; 3.2 it was paid or discharged on or before the Locked Box Accounts Date or parties to such payment or discharge was taken into account in the preparation of the Locked Box Accounts; 3.3 it is Permitted Leakage; 3.4 it arises from any Event occurring, or in respect of amounts earned, accrued or received, in the Ordinary Course of the Company since the Locked Box Accounts Date; 3.5 it would not have arisen or been increased but for any act, omission or transaction carried out documents (or deemed to be carried out) at the written request or with the written approval of the Purchaser or which was expressly authorised as such capitalized terms are defined in this Deed (other than the submission Agreement), no shareholders, partners or members of Tax Returns pursuant to paragraph 10 any Seller or Seller Indemnified Parties, nor any of this Schedule); 3.6 it would not its or their respective officers, directors, agents, employees, heirs, successors or assigns shall have arisen any personal liability of any kind or been increased nature for or would have been reduced but for a failure or omission on the part of the Purchaser, or the Company after Completion to make any election, Surrender, claim or give any valid notice or consent under any Tax Act or claim any Relief the making, claiming or giving of which was taken into account in computing the provision or reserve for Tax in the Locked Box Accounts; 3.7 it arises by reason of any total matter or partial disclaimer thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Buyer for itself and all Buyer Indemnified Parties (with respect to their rights arising under this Agreement) hereby waives for itself and anyone who may claim by, through or under Buyer or any Buyer Indemnified Party any and all rights to xxx or recover on account of any such alleged personal liability. Except as expressly set forth in this Section 18.02, (i) no Seller hereunder shall have any liability to Buyer or any Buyer Indemnified Party for the action, inaction, breach or default of any other Seller hereunder, (ii) no Seller will have any liability to Buyer or any Buyer Indemnified Party for the breach of any representation or warranty by the Company after Completion any other Seller, and (iii) no Seller shall have any liability to Buyer or any Buyer Indemnified Party for any matters related to or arising out of the whole or part Property of any allowance other Seller or amortisation available operations of any other Seller. Notwithstanding anything set forth in this Agreement to the Company contrary, Buyer for itself and all Buyer Indemnified Parties agrees that no Seller shall have liability to Buyer or any Buyer Indemnified Party for any breach of its representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by it to Buyer or any Buyer Indemnified Party unless the valid claims for all breaches of such Seller collectively aggregate more than Fifty Thousand and 00/100 Dollars ($50,000.00) ("Seller's Basket"), in respect which event the full amount of capital expenditure or investment made by the Company on or before Completion (other than a Purchaser's Relief) or by reason of the total or partial withdrawal or revocation by the Company after Completion of any claim for Relief (other than a Purchaser's Relief) made (whether provisionally or otherwise) prior to Completion; 3.8 any Relief (other than a Purchaser's Relief but including the Surrender such valid claims shall be actionable against it, up to the Company cap set forth in the following sentence. Further, Buyer for itself and all Buyer Indemnified Parties agrees that, subject to the aggregating of certain Seller's Caps as set forth in the next sentence, any Reliefs recovery against a Seller for any breach of its representations and warranties hereunder or losses under any other agreement, document, certificate or instrument delivered by the Seller it to Buyer or any member of the Seller's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of the appropriate claim; 3.9 any income, profits or gains to which that Tax Liability is attributable were actually earned or received by or actually accrued to the Company but were not (in either such case) reflected in the Locked Box Accounts; 3.10 any Company or the Purchaser obtains the benefit of a Relief for an expenditure, reserve or provision which was taken into account in preparing the Locked Box Accounts but was not treated as deductible or allowable for Tax purposes; 3.11 it comprises of interest or penalties arising by virtue of any underpayment of an instalment of Tax prior to Completion insofar as any such underpayment would not have been an underpayment but for an Event occurring after Completion; or 3.12 it arises or is increased as a consequence of any failure by the Purchaser to comply with any of itsBuyer

Limitation of Seller’s Liability. The covenant given in paragraph 2.1 and Seller’s liability on any claim made under with respect to Buyer’s parts and/or material directly damaged by Seller's thread rolling, machining or grinding is limited to (a) direct labor and material cost of such parts and materials. Notwithstanding the Tax Warranties shall not cover any Tax Liability forgoing or anything to the extent that: 3.1 provision contrary contained herein, the aggregate cumulative liability of Seller to Buyer with respect to all goods and services provided to Buyer, whether pursuant to these terms and conditions, the Seller’s quotation or reserve otherwise and whether arising in respect thereof contract, tort (including, without limitation, negligence), or otherwise, shall under no circumstances exceed an amount equal to three (3) times Seller’s charges for the particular services or goods which are the subject matter of a claim by Buyer. As a contingency of the respective liability or claim, Seller has the right to take possession of Buyer’s parts related to claim, witness destruction, and/or agree to disposition of parts, as a contingency of liability or claim payment. Seller is not responsible for the results of thread rolling, machining or grinding operations that are unsatisfactory due to metal imperfections, changes in grade or composition of material, manufacturing and/or fabrication imperfections, usages for which the thread rolling, machining or grinding operation was not reasonably designed, and similar variables over which Seller has no control. In such cases, Buyer remains responsible to pay the contracted price for the finishing operations performed by Seller. No claim for shortage in weight or count will be allowed unless made in writing and presented or mailed within three (3) working days after receipts of material or merchandise by the Locked Box Accountscustomer or the customer’s consignee to whom it was delivered. However, a shrinkage of quantity in processing of two percent (2%) shall be allowed without charge or liability where operations or thread rolling, machining or grinding services performed by Seller are in the nature of "salvaging" parts and/or material, or the Tax Liability was otherwise taken into account in the Locked Box Accounts; 3.2 it was paid or discharged on or before the Locked Box Accounts Date or such payment or discharge was taken into account in the preparation of the Locked Box Accounts; 3.3 it is Permitted Leakage; 3.4 it arises from any Event occurring, or in respect of amounts earned, accrued or received, in the Ordinary Course of the Company since the Locked Box Accounts Date; 3.5 it would not have arisen or been increased but for any act, omission or transaction carried out (or deemed to be carried out) at the written request or seller has identified problems either with the written approval condition of the Purchaser or which was expressly authorised in this Deed (other than the submission of Tax Returns pursuant to paragraph 10 of this Schedule); 3.6 it would not have arisen or been increased or would have been reduced but for a failure or omission on the part of the Purchaser, supply or the Company after Completion design does not give the thread rolling process a high degree of confidence the work will be performed on a “best effort" basis and no liability shall attach to make any election, Surrender, claim or give any valid notice or consent under any Tax Act or claim any Relief the making, claiming or giving of which was taken into account Seller unless it has previously agreed to such liability in computing the provision or reserve for Tax in the Locked Box Accounts; 3.7 it arises by reason of any total or partial disclaimer by the Company after Completion of the whole or part of any allowance or amortisation available to the Company in respect of capital expenditure or investment made by the Company on or before Completion (other than a Purchaser's Relief) or by reason of the total or partial withdrawal or revocation by the Company after Completion of any claim for Relief (other than a Purchaser's Relief) made (whether provisionally or otherwise) writing prior to Completion; 3.8 any Relief beginning the job. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (other than a Purchaser's Relief but including the Surrender to the Company of any Reliefs or losses by the Seller or any member of the Seller's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of the appropriate claim; 3.9 any incomeINCLUDING, profits or gains to which that Tax Liability is attributable were actually earned or received by or actually accrued to the Company but were not (in either such case) reflected in the Locked Box Accounts; 3.10 any Company or the Purchaser obtains the benefit of a Relief for an expenditureWITHOUT LIMITATION, reserve or provision which was taken into account in preparing the Locked Box Accounts but was not treated as deductible or allowable for Tax purposes; 3.11 it comprises of interest or penalties arising by virtue of any underpayment of an instalment of Tax prior to Completion insofar as any such underpayment would not have been an underpayment but for an Event occurring after Completion; or 3.12 it arises or is increased as a consequence of any failure by the Purchaser to comply with any of itsANY LOSS OF ANTICIPATED PROFITS), OR DAMAGES IN THE NATURE OF PENALTIES.

Limitation of Seller’s Liability. The covenant given in paragraph 2.1 and No shareholders, partners or members of Seller, nor any claim made under the Tax Warranties of its or their respective officers, directors, agents, employees, heirs, successors or assigns shall not cover have any Tax Liability to the extent that: 3.1 provision personal liability of any kind or reserve in respect thereof was made in the Locked Box Accounts, nature for or the Tax Liability was otherwise taken into account in the Locked Box Accounts; 3.2 it was paid or discharged on or before the Locked Box Accounts Date or such payment or discharge was taken into account in the preparation of the Locked Box Accounts; 3.3 it is Permitted Leakage; 3.4 it arises from any Event occurring, or in respect of amounts earned, accrued or received, in the Ordinary Course of the Company since the Locked Box Accounts Date; 3.5 it would not have arisen or been increased but for any act, omission or transaction carried out (or deemed to be carried out) at the written request or with the written approval of the Purchaser or which was expressly authorised in this Deed (other than the submission of Tax Returns pursuant to paragraph 10 of this Schedule); 3.6 it would not have arisen or been increased or would have been reduced but for a failure or omission on the part of the Purchaser, or the Company after Completion to make any election, Surrender, claim or give any valid notice or consent under any Tax Act or claim any Relief the making, claiming or giving of which was taken into account in computing the provision or reserve for Tax in the Locked Box Accounts; 3.7 it arises by reason of any total matter or partial disclaimer by thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the Company after Completion of the whole transactions contemplated herein, and Buyer hereby waives for itself and anyone who may claim by, through or part under Buyer any and all rights to xxx or recover on account of any allowance or amortisation available such alleged personal liability. Notwithstanding anything set forth in this Agreement to the Company contrary, Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, agreements, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), in respect which event the full amount of capital expenditure or investment made such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that except for any damages arising as a result of a breach by the Company on or before Completion (other than a Purchaser's Relief) or by reason of the total or partial withdrawal or revocation by the Company after Completion Seller of any claim covenant or representation set forth in Section 13 hereof (as to which the limitations herein shall not apply) any recovery against Seller for Relief (any breach of Seller’s covenants, agreements, representations and warranties hereunder or under any other than a Purchaser's Relief) made (whether provisionally agreement, document, certificate or otherwise) prior instrument delivered by Seller to Completion; 3.8 Buyer, or under any Relief (other than a Purchaser's Relief but including the Surrender law applicable to the Company Property or this transaction, shall be limited to Buyer’s actual damages not in excess of Four Hundred Sixty-Nine Thousand and 00/100 Dollars ($469,000.00) in the aggregate and that in no event shall Buyer be entitled to seek or obtain any other damages of any Reliefs kind, including, without limitation, consequential, indirect or losses by the Seller or any member of the Seller's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of the appropriate claim; 3.9 any income, profits or gains to which that Tax Liability is attributable were actually earned or received by or actually accrued to the Company but were not (in either such case) reflected in the Locked Box Accounts; 3.10 any Company or the Purchaser obtains the benefit of a Relief for an expenditure, reserve or provision which was taken into account in preparing the Locked Box Accounts but was not treated as deductible or allowable for Tax purposes; 3.11 it comprises of interest or penalties arising by virtue of any underpayment of an instalment of Tax prior to Completion insofar as any such underpayment would not have been an underpayment but for an Event occurring after Completion; or 3.12 it arises or is increased as a consequence of any failure by the Purchaser to comply with any of itspunitive damages.