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

Limitation of Seller’s Liability. 6.3.1 The Sellers’ liability under this Agreement shall be limited as follows: (i) The aggregate amount of the compensation payable by the Sellers shall always be limited to the amount of the Purchaser Price. (ii) The Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers shall not be liable for Losses to the extent the Purchaser could have mitigated those Losses by taking these steps. (iii) In order to be valid, each Claim made by the Purchaser shall be made in writing as follows: (a) each Claim shall state, with all relevant details, the specific grounds therefore and the amount claimed; (b) each Claim shall, in order for such Claim to remain valid, be made within 90 days after the date on which the Purchaser becomes or should have become aware of the circumstances giving rise thereto; (c) the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim has been made prior to such date. (iv) The Seller shall only be liable for a losses which are covered by the definition of “Loss”. (v) A Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry. (vi) If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax saving. (vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach or breach due to gross negligence by the Sellers.

Limitation of Seller’s Liability. 6.3.1 The Sellers’ Notwithstanding anything to the contrary in this Agreement, the parties specifically agree that each Seller's liability under this Agreement indemnification with respect to representations and warranties shall be subject to each of the following limitations: 9.2.1 All claims payable to Purchaser under this Article 9 shall be treated as a reduction in the Purchase Price. 9.2.2 If Purchaser or any member of the Group recovers any payment or reduces any cost in respect of a Loss for which either Seller previously has compensated Purchaser under this Article 9, Purchaser shall, or shall cause, a refund to such Seller of the recovered amount or the amount of reduced cost relating to such Loss. 9.2.3 Such Seller's liability is limited as follows:to liability for breaches of the representations and warranties expressly set forth in Article 4 and indemnification pursuant to this Article 9 shall be the only remedy available in case of breach of such representations and warranties. 9.2.4 No claim may be made by Purchaser and no liability shall arise in respect of any Loss to the extent such Loss (i) The aggregate amount occurs as a result of any legislation, regulations or tax rates not in force at the compensation payable by Closing Date, or which take effect retroactively, or occurs as a result of any change in the Sellers shall always be limited to the amount generally established practice of the Purchaser Price. relevant Governmental Authorities; or (ii) The Purchaser shall take all commercially reasonable steps to mitigate Losses and is recoverable under a policy of insurance in force at the Sellers shall not be liable for Losses Closing Date which would have been recoverable had the insurance protection level which existed at the Closing Date continued to the extent the Purchaser could have mitigated those Losses by taking these steps. of such recovery; or (iii) In order is the subject of an accrual, allowance, provision or reserve in the Closing Balance Sheet to be validthe extent such Loss and all other similar items included within such accrual, each Claim made by the Purchaser shall be made in writing as follows: (a) each Claim shall state, with all relevant details, the specific grounds therefore and the amount claimed; (b) each Claim shallallowance or provision does not, in order for the aggregate, exceed such Claim to remain validaccrual, be made within 90 days after the date on which the Purchaser becomes allowance or should have become aware of the circumstances giving rise thereto; (c) the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim has been made prior to such date. provision; or (iv) The Seller shall only be liable is indirect or consequential (including but not limited to loss of profit, loss of business opportunities and loss of goodwill for a losses which are covered by Purchaser or any entity within the definition of “Loss”. Group); or (v) A Loss, which is contingent, shall not constitute a reduces any amount payable by Purchaser to Sellers under Section 3.1.3 because such Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, adversely affects the Purchaser may, within Operating Profit of the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiryCompany or the Operating Profit of Parent's Nordic Operations. (vi) If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax saving. (vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach or breach due to gross negligence by the Sellers.

Limitation of Seller’s Liability. 6.3.1 3.1 The Sellers’ liability under this Agreement shall be limited as follows: (i) The aggregate amount of the compensation payable covenant given by the Sellers shall always be limited to the amount of the Purchaser Price. (ii) The Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers paragraph 2 above shall not be liable cover any Liability for Losses to Taxation or under the extent the Purchaser could have mitigated those Losses by taking these steps. (iii) In order to be valid, each Claim made by the Purchaser shall be made in writing as followsTax Warranties: (a) each Claim shall state, with all relevant details, to the specific grounds therefore and extent that provision or reserve in respect thereof (other than a deferred taxation provision) is made in the amount claimedCompletion Accounts or the Accounts; (b) each Claim shall, to the extent recovery (less costs and expenses) has been made by the Buyer under any other provision of this Agreement in order for such Claim to remain valid, be made within 90 days after the date on which the Purchaser becomes or should have become aware respect of the circumstances giving rise theretosame loss, damage or deficiency; (c) to the Purchaser shallextent that such Liability for Taxation arises or is increased as a result only of any change in Law (other than a change targeted specifically at countering a tax avoidance scheme) announced and coming into force after the date of Completion with retrospective effect; (d) to the extent that such liability arises as a result of a change after Completion in any accounting policy of any member of the Company’s Group (other than any change necessary to comply with the Law or intended to bring the accounting policy into line with generally accepted accounting practice as at Completion); (e) to the extent that such Liability for Taxation would not have arisen but for a voluntary act or transaction of the Buyer or any member of the Company’s Group after the date hereof otherwise than in the ordinary course of business and otherwise than as compelled by Law or pursuant to a legally binding obligation created on or before the date hereof and where the Buyer knew (or ought reasonably to have known) that such action or transaction would give rise to such liability; (f) to the extent that such liability would not have arisen or would have been reduced but for a failure or omission on the part of the Buyer or any member of the Company’s Group after Completion to make any election, claim, surrender or disclaimer, or give any notice or consent, in order relation to Taxation, the anticipated making giving or doing of which was taken into account in computing any provision or reserve for a Claim to remain validTaxation in preparing the Completion Accounts, initiate arbitration proceedings provided that sufficient information in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt respect of the claim making or giving of which was notified by the Sellers in case writing to the Buyer within a reasonable time before the date for doing so; (g) to the extent that any Relief (other than a Buyer’s Relief) is made available to any member of the Company’s Group at no agreement regarding cost and is or may be actually used by the Company or any member of the Company’s Group to set against or otherwise mitigate the Liability for Taxation, and for the purposes of this paragraph 3.1(g) it shall be assumed that such claim a Relief (other than a Buyer’s Relief) is or may be actually used to the extent that such use is allowed by law and to the extent that it is reasonable to do so, provided that the Relief in question shall be disregarded for the purposes of this exclusion if the use of such Relief to eliminate or reduce the Liability for Taxation would result in any Buyer’s Relief otherwise being lost; (h) to the extent that such liability arises directly or indirectly as a result of the cessation of, or any change in the nature or conduct of, any business carried on by a member of the Company’s Group occurring after Completion; (i) to the extent that such liability arises or is increased due to the fact that any instalment of corporation tax (within the meaning of CTA 2010) paid prior to Completion pursuant to the Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998/3175) is insufficient or such liability comprises interest or penalties arising by virtue of an underpayment of tax prior to Completion, where the payments made prior to Completion (or the decision to make no payment at all) would not subsequently have proved to have been insufficient but for the profits and gains earned by the Group Company after Completion proving to be greater than those reasonably expected (based on a bona fide estimate) at the date of the relevant instalment payment to be earned, accrued or received by the Group Company after Completion; (j) to the extent that such liability arises by virtue of any claim, election, surrender or disclaimer made after Completion by or on behalf of the Buyer (including the disclaimer of the whole or part of any Relief) other than where the making, giving or doing of such thing is taken into account in the preparation of the Completion Accounts (comprising the consolidated statements of the financial position of the Company and the US Subsidiary); or (k) to the extent that such liability has been made prior good by insurers or otherwise compensated for without cost to such date.the Buyer or any Buyer Associate; or (ivl) The Seller shall only be liable for to the extent that such liability arises or is increased as a losses which are covered consequence of any failure by the definition Buyer or (after Completion) by a member of “Loss”.the Company’s Group to comply with its obligations under paragraph 8 (Conduct of Claims) or paragraph 7 (Tax Returns); or (vm) A Lossto the extent that such Liability for Taxation arises as a result of an Event occurring or income, which is contingentprofits or gains earned, shall not constitute a Loss received or accrued in the ordinary course of business between the Completion Accounts Date and no Claim shall be made in relation to thisCompletion, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry. (vi) If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim provided that the Purchaser may make shall be reduced profits in question have not been distributed by an amount equivalent to actual tax saving. (vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy way of Warranties statement shall not constitute an intentional breach or breach due to gross negligence dividend by the SellersCompany as at Completion.

Limitation of Seller’s Liability. 6.3.1 The Sellers’ liability Without prejudice to any other exclusions or limitations set forth in this Agreement, the Seller will not be liable and the Purchaser or the relevant Med Company will not have any claims against the Seller under or in connection with this Agreement shall be limited as followsif and to the extent that: a) the Purchaser or, after the Closing, the relevant Med Company or Participation Company, has caused or contributed to causing (imitverursacht) The aggregate amount the relevant Losses or claims within the meaning of section 254 (1) German Civil Code (BGB), but, for the compensation payable avoidance of doubt, only as to that portion which is determined to have been caused by the Sellers shall always be limited Purchaser or after the Closing the relevant Med Company or Participation Company; b) the Purchaser or, after the Closing, the relevant Med Company or Participation Company, has failed to avoid or mitigate the amount relevant Losses or claims pursuant to section 254 (2) German Civil Code (BGB), but, for the avoidance of doubt, only as to that portion which is determined to have been caused by the Purchaser or after the Closing the relevant Med Company or Participation Company; c) the procedures and time limits set forth in Clause 11.3 and Clause 11.4 have not been complied with by Purchaser or any of its Affilates or the relevant Med Companies and such non-compliance has caused or increased the damage resulting from the Breach; d) any claims of the Purchaser Price. (ii) The result from or are increased as a result of the passing of, or a change in, any law, regulation or rule or the interpretation of any law, regulation or rule by the courts, arbitrators or governmental authorities or a change in the administrative practice of the governmental authorities or any change in the accounting or taxation policies or practices applied by the Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers shall relevant Med Company or Participation Company after the date of this Agreement; e) where the Warranties refer to laws or regulations, the Seller will not be liable for Losses the correct interpretation of such laws or regulations, unless the Purchaser was not in a position to evaluate and interpret the laws or regulations with respect to the extent relevant facts itself because the Purchaser could have mitigated those Losses by taking these steps.had no access to the relevant information; (iiif) In order the matter to be valid, each Claim made by which the claims of the Purchaser shall be made in writing as follows: (a) each Claim shall state, with all relevant details, the specific grounds therefore and the amount claimed; (b) each Claim shall, in order for such Claim to remain valid, be made within 90 days after the date on which the Purchaser becomes or should have become aware of the circumstances giving rise thereto; (c) the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim relate has been made prior to such date. specifically or generally (iveinzeln oder pauschal) The Seller shall only be liable for a losses which are covered by the definition of “Loss”. (v) A Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry. (vi) If any Loss is a tax deductible item or otherwise may lead to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax saving. (vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed to the Purchaser, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach or breach due to gross negligence by the Sellers.taken into account

Limitation of Seller’s Liability. 6.3.1 3.1 The Sellers’ liability under this Agreement covenant given by clause 2 above shall be limited as followsnot cover any Liability for Taxation: (i) The aggregate amount of the compensation payable by the Sellers shall always be limited to the amount of the Purchaser Price. (ii) The Purchaser shall take all commercially reasonable steps to mitigate Losses and the Sellers shall not be liable for Losses 3.1.1 to the extent that a provision or reserve in respect thereof was made in the Purchaser could have mitigated those Losses by taking these steps.2000 Company Financials; 3.1.2 to the extent that such Liability for Taxation arises from any gross receipts, income, profits or gains earned, accrued or received, Event, act or transaction of a Group Company to which the Liability for Taxation relates in the ordinary course of its trading of the Group Company since the Balance Sheet Date; 3.1.3 to the extent that such Liability for Taxation arises or is increased wholly as a result of any decision of any court or tribunal or the coming into force of or any change in any enactment, law, regulation, directive, requirement or any published practice of any government, government department or agency or regulatory body (iiiincluding but not limited to extra statutory concessions of any Taxation Authority) In order after the date hereof; 3.1.4 to be valid, each Claim the extent recovery (less costs and expenses) has been made by the Purchaser shall be made Buyer or a Group Company under the Agreement in writing as follows:respect of the same subject matter; (a) each 3.1.5 to the extent that such Liability for Taxation would not have arisen but for a voluntary act or transaction carried out by the Buyer or a Group Company after the date hereof otherwise than in the ordinary course of business or otherwise than pursuant to a legally binding obligation created on or before the date hereof, wherein either such case such act or transaction was carried out without the consent of the Seller and where the Buyer or a Group Company knew or ought reasonably to have known that such act or transaction would give rise to such Liability for Taxation; 3.1.6 except in the case of fraudulent conduct unless written notice of such Liability for Taxation or any Tax Claim shall state, with all relevant details, which may give rise to such Liability for Taxation specifying in reasonable detail the specific grounds therefore circumstances giving or which may give rise to such Liability for Taxation and the amount claimedthereof has been served on the Seller on or prior to the seventh anniversary of the Closing Date; (b) each Claim shall, 3.1.7 in order for such Claim respect of stamp duty or stamp duty reserve Tax payable on the transfer or agreement to remain valid, be made within 90 days after transfer the date on which Shares pursuant to the Purchaser becomes or should have become aware of the circumstances giving rise theretoAgreement; (c) 3.1.8 to the Purchaser shall, in order extent that the Liability for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and Disputes) within 180 days from the Sellers’ receipt of the claim in case no agreement regarding such claim Taxation has been made prior to such date. (iv) The Seller shall only be liable for a losses which are covered by the definition of “Loss”. (v) A Loss, which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, unless and until such contingent Loss becomes an actual Loss and is due, payable and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expiry. (vi) If any Loss is a tax deductible item good or otherwise may lead compensated for or extinguished at no expense to a tax saving for the Purchaser Buyer or a Group Company, ; 3.1.9 where the Claim Liability for Taxation is attributable to a Group Company ceasing to be entitled to the small companies' rate of corporation tax; 3.1.10 to the extent that the Purchaser may make Liability for Taxation arises or is increased as a consequence of the failure of the Buyer to comply with or procure the compliance of a Group Company with their respective obligations under clauses 4 (disputes and conduct of Tax claims), 7 (recovery from other persons),and 8 (corporation Tax returns); 3.1.11 to the extent that the Auditors of the relevant Group Company confirm that a specific amount in respect of that Liability for Taxation was taken into account in computing any provision or reserve for deferred Taxation in the 2000 Company Financials; 3.1.12 to the extent that the Liability for Taxation has been paid or otherwise extinguished on or before the Closing Date; 3.1.13 to the extent that the Liability for Taxation can be discharged at no cost to the Group Company in question by the surrender of a Relief by the Seller to the Group Company in question; 3.1.14 to the extent that any Covenantors' Reliefs are available to relieve or mitigate that Liability for Taxation or would have been available but for the application of any of sections 245, 245A, 245B or 768 ICTA 1988 in so far as the Loss of any of the Covenantors' Reliefs arises as a result of an Event occurring after Completion and any Relief that is so available in relation to more than one Liability for Taxation to which this Deed applies shall be reduced by an amount equivalent deemed, so far as possible, to actual tax saving. (vii) No Claim may be made based on any risk, fact, event, occurrence, circumstance or other matter Fairly Disclosed used in such a way as to reduce to the Purchasermaximum extent possible the Seller's total liability hereunder; 3.1.15 the Liability for Taxation arises or is increased as a result of any increase in the rates of Taxation or variation in the method of applying or calculating the rate of Taxation made after the Closing Date with retrospective effect; 3.1.16 the Liability for Taxation comprises interest or penalties arising by virtue of an underpayment of Tax prior to Completion, insofar as such underpayment would not have been an underpayment but for any event or which events occurring wholly after the Sellers can show, that Closing Date; 3.1.17 the Purchaser’s deal team knew, and Liability for Taxation arises or is increased as a corresponding inaccuracy result of Warranties statement shall any change made after Completion to the accounting period or the accounting policy or practice of or applicable to the Buyer or any Group Company after the Closing Date; 3.1.18 the Liability for Taxation would not constitute an intentional breach have arisen or breach due to gross negligence by the Sellers.would have been reduced or eliminated but for:

Limitation of Seller’s Liability. 6.3.1 The Sellers’ liability under this Agreement shall be limited as follows: (i) 7.1 The aggregate liability of the Seller in respect of all Claims shall not exceed an amount equal to the Consideration actually received by the Seller at the time the Claim is made (and for these purposes, the principal amount of the compensation payable Convertible Loan Notes shall be treated as having been received by the Sellers shall always be limited to Seller as at Completion). 7.2 If the amount Purchaser or any member of the Purchaser Price. Purchaser’s Group (iiincluding Energean) The Purchaser shall take all commercially reasonable steps becomes aware of a matter that might reasonably give rise to mitigate Losses and the Sellers shall not be liable for Losses to the extent the Purchaser could have mitigated those Losses by taking these steps. (iii) In order to be valida Claim, each Claim made by the Purchaser shall be made give written notice specifying in writing as follows: (a) each Claim shall state, with all relevant detailsreasonable detail the matters which give rise to the Claim, the specific grounds therefore and nature of the amount claimed; (b) each Claim shalland, in order for such if known, the quantum or estimated quantum of the Claim to remain validthe Seller as soon as reasonably practicable and in any event within thirty (30) calendar days following it so becoming aware of the Claim. If the matter is capable of remedy, the Purchaser or Energean, as the case may be, shall only be made entitled to compensation if the matter is not remedied within 90 thirty (30) days after the date on which such notice is served on the Seller. Failure by the Purchaser becomes to notify the Seller in accordance with this Clause 7.2 shall not relieve the Seller of any liability it may have to the Purchaser or should have become aware Energean, as the case may be, in relation to the Claim unless, and then to the extent that, such failure to notify results in the Seller’s liability pursuant to such Claim being increased, the liability of the Seller in respect of such Claim shall be reduced accordingly. 7.3 The Seller shall not be liable in respect of any Claim unless notice in respect thereof containing the particulars specified in Clause 7.2 is given by or on behalf of the Purchaser to the Seller by no later than twelve (12) months from the Completion Date. 7.4 Any Claim notified pursuant to Clause 7.2 shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn and shall determine absolutely unless legal proceedings in respect of it have been properly issued and validly served within six (6) months of such written notice being given to the Seller or, in the case of any contingent liability, within six (6) months after such contingent liability becomes an actual liability and is due and payable. 7.5 Other than in respect of a breach of the provisions of Clause 18.5, where a Party seeks to claim injunctive relief, and without prejudice to the rights set out in Clauses 4.8, 5.5(c) and 6.6, the Purchaser and Energean each agree that it shall not be entitled to make any Claim (whether for damages or otherwise) unless (i) the Purchaser has given written notice to the Seller of the Claim in accordance with Clause 7.2 and (ii) where the fact, matter, event or circumstances giving rise thereto; to such Claim is remediable and is remedied (c) at no cost to the Purchaser shall, in order for a Claim to remain valid, initiate arbitration proceedings in accordance with Section 9.5 (Governing Law and DisputesPurchaser’s Group) within 180 thirty (30) days from the Sellers’ receipt of the claim in case no agreement regarding date on which written notice of such claim has been made prior to such dateClaim is served on the Seller. 7.6 The Purchaser and Energean shall procure that all reasonable steps are taken to avoid or mitigate any loss which in the absence of mitigation might give rise to a liability (ivor increase in liability) in respect of any Claim. 7.7 The Seller shall only not be liable for a losses which are covered by the definition in respect of “Loss”. (v) A Loss, any Claim which is contingent, shall not constitute a Loss and no Claim shall be made in relation to this, contingent unless and until such contingent Loss liability becomes an actual Loss liability and is due, payable due and non-appealable. However, the Purchaser may, within the applicable expiry time periods set forth in Section 6.3.2(iii) below, present a Claim for a specific contingent Loss having arisen within said time period by stating all relevant details known at such time and specific grounds therefore in order to preserve its rights after such expirypayable. (vi) If 7.8 The Seller shall not be liable in respect of any Loss Claim to the extent that the subject and amount of such Claim has been made or is a tax deductible item made good or is otherwise may lead compensated for without cost to a tax saving for the Purchaser or a Group Company, the Claim that the Purchaser may make shall be reduced by an amount equivalent to actual tax savingEnergean. (vii) No 7.9 The Seller shall not be liable in respect of any Claim may be made based on for any risk, fact, event, occurrence, circumstance loss of business or other matter Fairly Disclosed to the Purchaserprofits, or which the Sellers can show, that the Purchaser’s deal team knew, and a corresponding inaccuracy of Warranties statement shall not constitute an intentional breach any indirect or breach due to gross negligence by the Sellersconsequential losses however so arising.