LIMITATION OF THE SELLER’S LIABILITY. 8A1. Notwithstanding anything contained in this Agreement to the contrary, MSB’s cumulative liability, including for any claims, expenses, damages, covenant or indemnity obligations under or in connection with this Agreement (“MSB’s Liability”), shall not exceed the aggregate number of shares of Technology & Telecommunication Acquisition Corporation (TETE) issued to MSB pursuant to the SSA.
LIMITATION OF THE SELLER’S LIABILITY. 1. The Seller shall not be liable in respect of any Claim:
LIMITATION OF THE SELLER’S LIABILITY. 10.2.1 The Seller shall not have any liability to compensate the Buyer for any breach by the Seller of the Warranties unless:
(a) prior to 5.00 p.m. CET on the sixth anniversary of the Closing Date regarding Warranties set out in paragraphs 4.1, 4.2, 4.3 and 4.19 of Appendix 4, and on the third anniversary of the Closing Date regarding all other Warranties, the Buyer gives written notice to the Seller setting out in reasonable detail the facts and <PAGE> CMS XXXXXX XXXXX Rechtsanwalte Steuerberater circumstances constituting the alleged breach, the Buyer's best estimate of the damages arising from such breach (to the extent reasonably practical), and the details of the Warranty allegedly breached, and the Seller's liability for any alleged breach so notified shall absolutely determine and cease if legal proceedings have not been commenced in respect of such alleged breach within three months of the expiry of such limitation period;
(b) the aggregate liability of the Seller arising from all breaches of Warranty (other than in respect of paragraph 4.19 of Appendix 4) exceeds five hundred thousand Euros (EUR 500,000) and if the amount of such liability in the aggregate exceeds five hundred thousand Euros (EUR 500,000), the Buyer shall be entitled to recover only the excess above an amount of three hundred thousand Euros (EUR 300,000). The above monetary limitations shall not apply to the Warranties set out under paragraphs
4.1 to 4.4 (inclusive), 4.7 and 4.8 of Appendix 4; and
(c) the aggregate liability of the Seller arising from all breaches of the Warranties set out in paragraph 4.19 of Appendix 4 exceeds one hundred thousand Euros (EUR 100,000) and if the amount of such liability in the aggregate exceeds one hundred thousand Euros (EUR 100,000), the Buyer shall be entitled to recover only the excess above an amount of fifty thousand Euros (EUR 50,000).
10.2.2 No liability shall attach to the Seller in respect of any Claim to the extent that:
(a) any matter or thing has been done or omitted to be done with respect to the subject matter of the Claim prior to the Closing Date at the written request, or with the written approval, of the Buyer; <PAGE>
(b) the facts forming the basis for the Claim have been Disclosed to the Buyer; CMS XXXXXX XXXXX Rechtsanwalte Steuerberater
(c) the matter to which the Claim relates has been taken into account in the Group Accounts, the Audited Group Accounts or the Closing Date Accounts by way of a provision or depreciation pr...
LIMITATION OF THE SELLER’S LIABILITY. 16.3.1 The Seller shall not be liable to indemnify the Purchaser under Clause 16.1 or Clause 16.2:
(i) in relation to the carrying out of Remedial Action other than Remedial Action required to achieve compliance with Environmental Law, Industry Guidelines or the Asbestos Regulations;
(ii) in relation to the cost of Remedial Action, to the extent that such Remedial Action has been specifically budgeted for in the Accounts or the Management Accounts or the Capital Plan in the Strategic Review being the following:
(a) (pound)4,750,000 (four million, seven hundred and fifty thousand pounds Sterling) for ICNIRP occupational compliance; and
(b) (pound)100,000 (one hundred thousand pounds Sterling) for asbestos surveys;
(iii) if and to the extent that the relevant Losses are recovered by the Purchaser under the terms of any insurance policy for the time being in force the Purchaser agreeing to take all reasonable steps as far as practicable to retain the levels and type of insurance that Crown Castle UK has in place at the time of Closing (provided such insurance cover is available in the market on commercially reasonable terms);
(iv) if and to the extent that any claim results from or is increased as a result of the Purchaser or any of its Representatives, disclosing information to any Governmental Entity or any other person except where:
(a) such disclosure is required by Environmental Law or by court order;
(b) required in writing by any Governmental Entity;
(c) such disclosure is agreed or determined to facilitate Remedial Action; or
(d) prior notice has been given to the Seller and the Purchaser has taken all such steps as may be reasonable and practicable in the circumstances to agree the contents of such disclosure with the Seller before making such disclosure (the Seller not to unreasonably withhold or delay any such agreement);
(v) if and to the extent that any claim results from or is increased by any Environmental Law which comes into force or is amended after the date of this Agreement; or
(vi) if and to the extent that any claim directly or indirectly results from or is increased by:
(a) any act or omission on the part of the Purchaser or any member of the Purchaser's Group or any of their respective Representatives after Closing which any reasonable or prudent operator of the Company's business immediately prior to the date of this Agreement ought reasonably to have been aware of; or
(b) any negligent act or omission on the part of the Purchaser or ...
LIMITATION OF THE SELLER’S LIABILITY. In no event will the Seller be liable to the Buyer and/or a Buyer Indemnitee in contract, tort or otherwise with respect to any indirect, consequential, special, exemplary or incidental damages arising from or relating to this Agreement other than the Seller’s actual fraud. In addition, in no event will the Seller be liable to the Buyer and/or a Buyer Indemnitee unless and until the aggregate amount of damages for which the Seller is obligated to indemnify the Buyer and/or a Buyer Indemnitee pursuant to this Agreement exceeds the sum of US$20,000.00 (“Basket”), in which case the Losses shall be recoverable from the first dollar without taking into account the Basket. The total maximum aggregate liability of the Seller in respect of all claims under this Agreement shall not exceed the amount of the Purchase Price actually received by the Seller, except there shall be no limitation on damages arising from Seller’s fraud.
LIMITATION OF THE SELLER’S LIABILITY. The Sellers shall not be liable for, and the Purchasers shall not be entitled to bring any claim under or in connection with Section 8, if and to the extent that:
9.4.1 The matter to which the claim relates has been expressly taken into account in the Annual Financial Statements by way of a provision (Rückstellung), depreciation (Abschreibung), exceptional depreciation (außerplanmäßige Abschreibung), depreciation to reflect lower market values (Abschreibung auf den niedrigeren beizulegenden Xxxx) or otherwise.
9.4.2 The amount of the claim is recovered from a third party or under an insurance policy in force on the Closing Date.
9.4.3 The Purchasers have caused or partially caused (verursacht oder mitverursacht) such claim or failed to mitigate damages (Sec. 254 German Civil Code (BGB)).
9.4.4 The Purchasers have violated their guarantee pursuant to Section 12.3 (Purchasers’ Knowledge).
9.4.5 The claim results from or is increased by the passing of, or any change in any law, statute, ordinance, rule, regulation, or administrative practice of any government, governmental department, agency or regulatory body, including, without prejudice to the generality of the foregoing, any increase in the rates of any taxes or any imposition of any taxes or any withdrawal or relief from any taxes not actually in effect at the Closing Date. When calculating the amount of the liability of the Sellers under this Agreement, all advantages in connection with the relevant matter shall be taken into account (Vorteilsausgleich) and the Sellers shall not be liable under this Agreement in any respect of any claim for any losses suffered by the Purchasers to the extent of any corresponding savings by or benefit to the Purchasers or any Affiliate of the Purchasers arising therefrom.
9.4.6 No limitations expressed in Section 8 nor in this Section 9.4 shall apply to any claims pursuant to Sections 11 and 14.
LIMITATION OF THE SELLER’S LIABILITY a) Except as provided in these conditions or otherwise agreed by the Seller in writing and except where death or personal injury has been caused by the Seller’s negligence no warranty, condition, representation, undertaking or obligation express or implied imposed by statute, common law, custom, course of dealing or otherwise on the part of the Seller shall apply in respect of the goods.
b) The Buyer shall in no circumstances, save for death or personal injury caused by the Seller’s negligence, be entitled to recover from the Seller damages for breach of a contract of which these Conditions form part for negligence or otherwise arising exceeding price of goods paid by the Buyer under such contract.
LIMITATION OF THE SELLER’S LIABILITY a. All Purchaser Claims shall be time-barred (verjährt) [***] after the Closing Date, except for:
17. all claims arising from a breach of any of the Fundamental Guarantees which shall be time-barred (verjährt) on [***]; and
18. all claims arising as a result of a willful (vorsätzlich) or fraudulent (arglistig) breach of any of the Seller’s obligations under this Agreement, which shall be time-barred (verjährt) in accordance with the statutory provisions set forth in sections 195, 199 BGB; and
19. all claims pursuant to Section 15, which shall be time-barred (verjährt) as set forth therein, (collectively the “Time Limitations”).
LIMITATION OF THE SELLER’S LIABILITY. (a) Notwithstanding anything to the contrary contained in this Article IX, the aggregate liability of the Sellers for any event or occurrence giving rise to the Sellers being required to indemnify the Purchaser Indemnified Parties pursuant to Section 9.1(a) and Section 9.1(b) of this Agreement shall be limited to $125,000,000 (the “General Cap”); provided, however, that the General Cap shall not apply to any claims relating to a breach of any Fundamental Representation.
(b) The Purchaser Indemnified Parties shall not be entitled to be indemnified pursuant to Section 9.1(a) and Section 9.1(b) unless and until: (i) the amount of any Indemnified Amount (or a series of related or similar Indemnified Amounts) exceeds $250,000 (a “Non-De Minimis Claim”) and (ii) the aggregate amount of all Non-De Minimis Claims exceeds one percent (1.0%) of the Initial Purchase Price (the “Deductible Amount”); provided, however, that the foregoing limitations shall not apply to (x) any claims relating to a breach of any Fundamental Representation or (y) in the case of Section 9.1(b), any Willful Breach of a covenant, agreement or undertaking (other than Section 6.1), and any amounts recovered with respect to such matters shall not count in determining whether any of the limitations in this Section 9.5(b) have been met or exceeded. After the Deductible Amount is exceeded, the Purchaser Indemnified Parties shall be entitled to seek indemnification pursuant to Section 9.1(a) and Section 9.1(b) for the entire amount (including the first $250,000) of all Non-De Minimis claims in excess of (but not including) the Deductible Amount, subject to the General Cap as set forth in Section 9.5(a).
(c) Without limiting the limitations on indemnity set forth in Sections 9.5(a) and (b) above, in no event shall the Sellers’ aggregate indemnification obligations under this Agreement exceed 100% of the Initial Purchase Price.
LIMITATION OF THE SELLER’S LIABILITY. The Purchaser’s knowledge
