LIMITATION ON QUANTUM. 2.1 Except for claims arising from fraud or fraudulent misrepresentation, any Damages for which the Warrantors shall be liable pursuant to a Warranty Claim shall be satisfied only by recovery by the Buyer under the W&I Insurance Policy. The Warrantors shall be directly liable to the Buyer for Damages up to an amount not to exceed the Cap, up to their respective Allocable Share. It is acknowledged by the Buyer that its only recourse for its losses in respect of all such Warranty Claims in excess of the Cap shall be solely under the W&I Insurance Policy 62 and it shall seek recovery of all such Warranty Claims in excess of the Cap under the W&I Insurance Policy.
2.2 For purposes of determining (i) whether there has been any misrepresentation or breach of a representation or warranty and (ii) the amount of any Damages resulting therefrom, all qualifications or exception in any representation or warranty relating to or referring to the terms “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be disregarded.
2.3 The Buyer will not be entitled to bring any Claim for any breach of Clause 3.1 unless the aggregate amount of such Claims exceeds $175,000, in which case the Warrantors will be liable for whole amount (and not just the excess).
2.4 Without prejudice to any other provisions of this Deed, the total aggregate liability (including interest, costs and expenses) of each Warrantor in respect of any and all Claims shall not, in any event, exceed the Aggregate Cap and shall (other than in respect of a Claim under Clause 6.1 to 6.8) be limited to their Allocable Share of any Damages in respect of any such Claim.
2.5 No Warrantor shall be liable in respect of any Warranty Claim to the extent that it relates to a matter Disclosed in the Disclosure Letter and/or the Data Room in accordance with Clause 4.3 or the Buyer has or had actual knowledge of the Warranty Claim or of the matters giving rise to the Warranty Claim on or before the date of this Deed (and the Buyer agrees and undertakes not to make any Warranty Claim where such knowledge exists or existed). For the purpose of this paragraph, the Buyer’s knowledge shall be deemed to be limited to the actual knowledge of each of Alan Xxxxxxx, Xxvix Xxxxxxx, Xxndx Xxxxxxxxxx, Xxnox Xxxx xxx Omar Xxxxxx xxxediately prior to the execution of this Deed.
LIMITATION ON QUANTUM. 1.1 Subject to paragraph 1.3 below, the Sellers are not liable in respect of a Relevant Claim:
LIMITATION ON QUANTUM. No Warrantor shall be liable in respect of [***] unless and until the amount that would otherwise be recoverable from the Warrantors (in aggregate) in respect of [***], when aggregated with any other amounts recoverable in respect of [***] exceeds [***] (the “Threshold”), in which case the Warrantors shall be liable [***].
LIMITATION ON QUANTUM. Time limits for bringing claim.............................. 2.3
LIMITATION ON QUANTUM. (A) The Purchaser shall not be entitled in any event to damages or other amount in respect of any individual substantiated claim against the Seller under any of the Warranties or Undertakings unless the amount of any such individual substantiated claim: (i) shall exceed R$100.000,00 if such claim arises in connection with any of the matters listed in paragraph 1 of Schedule 10, or (ii) shall exceed R$500.000,00, if such claim arises in connection with any other matter. Notwithstanding the provisions of this paragraph 2.1 (A), any claim arising in connection with the matters listed in paragraph 2 of the Schedule 10 shall not be subject to any limitation on quantum.
(B) For the purposes of paragraph (A) above, "individual" means a single substantiated claim of the Purchaser against the Seller related to one single event, circumstance, act or omission, which caused a breach of any Warranty or Undertaking and resulted in a loss to the Purchaser or any of its Affiliates. For the avoidance of doubt, a single claim by the Purchaser that arise from more than one substantiated claim of the Purchaser shall not be deemed as an individual substantiated claim for the purpose of paragraph (A) above.
LIMITATION ON QUANTUM. The Seller’s total liability in respect of all Relevant Claims other than Excluded Claims shall be limited to an amount equal to ten per cent (10%) of the Purchase Price.
LIMITATION ON QUANTUM. 3.1.1. Save in the event of fraud on the part of CILT:
a) The total liability of CILT under or pursuant to this Agreement (whether for breach of the Warranties (other than the Tax Warranties and the Tax Deed) shall not exceed the lesser of:-
(1) US$17,000,000; and
(2) after the first anniversary of Completion, US$8,500,000 plus a sum equal to any liability of CILT in respect of any such claims notified in accordance with paragraph C2 by the Purchaser to CILT on or prior to the first anniversary of Completion.
b) The total liability of CILT under or pursuant to the Tax Warranties and the Tax Deed shall not exceed US$8,500,000.
c) CILT shall not be liable in respect of any individual claim under the Warranties (other than Warranties C1(b) and D7 or the Tax Warranties) unless (and then only to the extent that) the amount that would otherwise be recoverable from CILT in respect of such claim exceeds US$20,000. For the avoidance of doubt, amounts for which the CILT has no liability, or by which the CILT's liability is reduced as a consequence of the operation of this clause shall not be capable of constituting a claim or increasing the amount thereof for the purpose of paragraph 3.1.1(d).
d) CILT shall not be liable in respect of any claim or claims under the Warranties other than the Tax Warranties unless and until (and then in respect of all such claims) the aggregate amount that would otherwise be recoverable from CILT in respect of all such claims (after disregarding such part of such claims as is necessary to comply with paragraph 3.1.1(c) shall exceed US$250,000.
e) CILT shall not be liable in respect of any claim or claims under the Tax Warranties or the Tax Deed unless and until (and then in respect of all such claims) the aggregate amount that would otherwise be recoverable from CILT in respect of all such claims shall exceed US$75,000
3.1.2. For the purpose of paragraph 3.1.1, where a claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately constitute a breach of or give rise to a Warranty Claim or a claim under the Tax Deed, such claim shall be treated as a separate claim in respect of each such event, circumstance, act or omission.
3.1.3. The amount of any claim(s) under the Warranties in respect of any particular matter or circumstance shall be counted only once, so that the Purchaser shall not be entitled to aggregate any claims which it may make (or be entitled to make) under ...
LIMITATION ON QUANTUM. (A) Subject to sub-paragraph 3.1
(B) the Purchasers shall not be entitled in any event to damages or other amount in respect of any claim or claims:-
(i) under any of the Warranties or Undertakings (but excluding claims under the Tax Covenant) unless and until the aggregate amount of all such substantiated claims exceeds (pound)10,000,000 (and, for the avoidance of doubt, once this limit has been reached, the Purchasers shall be entitled to the whole amount of the substantiated claims and not merely the excess); and
(ii) under the Tax Covenant unless and until the aggregate amount of all such substantiated claims exceeds (pound)150,000 (and, for the avoidance of doubt, once this limit has been reached, the Purchasers shall be entitled to the whole amount of the claims and not merely the excess).
LIMITATION ON QUANTUM. 1.1 RBS is not liable in respect of a Warranty Claim (other than a Fundamental Warranty Claim or a Tax Warranty Claim):
1.1.1 unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.1.1) in respect of that Warranty Claim exceeds (either on its own or when aggregated with one or more other Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***; and
1.1.2 unless and until the amount that would otherwise be recoverable from RBS (but for this paragraph 1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Claim for which RBS has no liability because of paragraph 1.1.1), exceeds *** and in the event that the aggregated amounts exceed *** RBS shall only be liable for the excess.
1.2 RBS is not liable in respect of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***.
1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.3) in respect of such claim exceeds US$***.
1.4 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***.
1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price.
1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph 1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
