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

Limitation on Seller’s Liability. (a) (maximum aggregate liability) The maximum aggregate liability of the Seller for any and all Claims together will be limited to, and will in no event exceed, the amount that is equal to: (i) 100% of the Purchase Price in respect of a breach by the Seller of any of the Material Warranties; and (ii) 25% of the Purchase Price in all other cases, provided that the maximum aggregate liability of the Seller in respect of all Claims cannot exceed 100% of the Purchase Price. (b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b). (c) (thresholds) The Seller will not have any liability in respect of any Claim unless the amount of the Claim: (i) exceeds A$2 million; and (ii) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 million.

Limitation on Seller’s Liability. (a) The aggregate total liability of the Sellers in respect of all Relevant Claims shall be limited to US$100,000,000 (maximum aggregate liabilitythe “Maximum Liability Amount”) The maximum and the aggregate liability of the Seller for any and all Claims together will be limited to, and will in no event exceed, the amount that is equal to: (i) 100% of the Purchase Price in respect of a breach by the Seller of any of the Material Warranties; and (ii) 25% of the Purchase Price in all other cases, provided that the maximum aggregate liability of the each Seller in respect of all Relevant Claims canshall be limited to that Seller’s Respective Percentage of the Maximum Liability Amount; provided, however, that (A) except as provided in clause (B) below, this clause shall not apply to any Relevant Claims arising out of a breach or alleged breach of any of the Fundamental Company Warranties or any of the Fundamental Seller Warranties and (B) in no event shall the Sellers’ aggregate liability in respect of all Relevant Claims (including those under the Fundamental Company Warranties and the Fundamental Seller Warranties) exceed 100% of the Purchase Price. (b) (deferred consideration) the obligation The maximum liability of each individual Seller in respect of any individual Relevant Claim shall be limited to that Seller’s Respective Percentage of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to a breach value of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b)such Relevant Claim. (c) (thresholds) The Seller will Sellers shall not have any liability in respect of any Claim unless the amount of the for a Relevant Claim: (i) exceeds A$2 millionunless the aggregate of all Relevant Claims for which Sellers would, but for this Section 8.01(c)(i), be liable exceed on a cumulative basis an amount equal to $2,500,000, and then only to the extent of any such excess; andprovided, however, that this clause (i) shall not apply to any Relevant Claims arising out of a breach or alleged breach of the Fundamental Company Warranties or the Fundamental Seller Warranties or Section 3.20 or Section 2.07; (ii) when aggregated with where the amount of the Relevant Claim is less than $175,000; provided, however, that this clause (ii) shall not apply to any other Relevant Claims finally agreed arising out of a breach or adjudicated alleged breach of the Fundamental Company Warranties or the Fundamental Seller Warranties or Section 3.20 or Section 2.07; (iii) if the Relevant Claim arises or occurs as a result of any action taken or omitted to be payable taken by Purchaser (or by the Company or any of the Subsidiaries at the request, or with the consent, in writing of Purchaser), including any change in the accounting or Tax policies or practices of the Company or any Subsidiary after the Closing introduced by Purchaser; (iv) where the matter the subject of the Relevant Claim is capable of remedy by the Sellers, and the matter is remedied to Purchaser’s reasonable satisfaction within 30 days after the date on which such matter is notified to the Sellers; (v) if the Relevant Claim occurs as a result of or is otherwise attributable to: (1) any legislation not in force at the date of this Agreement or any change of law which comes into force after the date of this Agreement, in each case if and to the extent such legislation or change of law has retrospective effect to prior periods; or (2) any increase after the Closing in any rate of Tax applicable to the Company or any of the Subsidiaries (whether for periods prior to or after Closing); (vi) subject to Section 3.23(c), where the matter giving rise to the Relevant Claim or to which the Relevant Claim relates was fully and fairly disclosed in or set out in the Company Disclosure Letter; or (vii) to the extent any amount or liability in respect of such Relevant Claim was provided for or reserved against in calculating the ClaimsActual Equity Amount, exceeds but only to the sum extent of A$10 millionsuch provision or reserve. (d) Except as otherwise specifically provided in this Agreement, Purchaser acknowledges and agrees that its sole and exclusive remedy after the Closing with respect to all Relevant Claims (other than claims of, or causes of action arising from, fraud) shall, in which case each case, be an action in damages and Purchaser shall not be entitled to terminate or rescind this Agreement by reason of any Relevant Claim or otherwise (other than in connection with fraud). In furtherance of the Seller is liable foregoing, each of Purchaser and the Company hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Sellers arising under or based upon this Agreement (except pursuant to an action in damages). After the Closing, Sellers shall not be entitled to terminate or rescind this Agreement for the full amount of those Claims and not just the portion in excess of A$10 millionany reason.

Limitation on Seller’s Liability. Prior to Closing, Purchaser agrees that its sole and exclusive remedies against Sellers and the Sellers Related Parties under this Agreement, the Deeds, the Bills of Sale, the Assignments of Leases and Contracts or other agreements delivered by Sellers pursuant to this Agreement (collectively, the “Agreements”) are limited to either (a) (maximum aggregate liability) The maximum aggregate liability the return of the Seller Xxxxxxx Money, or (b) specific performance, as more fully set forth in this Article 10. Following Closing, Purchaser agrees that Sellers’ total liability for damages hereunder or under any of the Closing Documents shall not exceed the aggregate sum of $5,000,000 (the “Sellers Liability Cap”); provided, however, that under no circumstances shall Sellers have any liability to Purchaser with respect thereto unless and all Claims together will until the damages suffered by Purchaser shall exceed the aggregate sum of $50,000. Notwithstanding the foregoing, if Purchaser has elected the Pelham Termination Right and/or the Pelham Adjournment Right, on the one hand, or the Ozone Park Termination Right and/or the Ozone Park Adjournment Right, on the other hand, as applicable, under Article 15 hereof, then the Sellers Liability Cap shall be limited toproportionately reduced (i.e., and will in relation to the percentage each such Property bears to the entire Purchase Price) until such time, as applicable, if the Closing of such Property actually occurs, when it would be proportionately increased. Further, Purchaser agrees that in no event exceed, the amount that is equal to: shall Purchaser (i) 100% be entitled to, seek or obtain any other damages of the Purchase Price in respect any kind, including, without limitation, consequential, indirect or punitive damages or (ii) seek or obtain any recovery or judgment against any of a breach by the Seller of Sellers’ other assets (if any) or against any of the Material Warranties; and (ii) 25% Sellers Related Parties. In addition to the foregoing, Purchaser agrees that it shall not be permitted to file any claim or pursue any cause of the Purchase Price in all other cases, provided that the maximum aggregate liability action arising from any express obligations of the Seller in respect of all Claims cannot exceed 100% of the Purchase Price. (b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable Sellers under this agreement: (i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement Closing Documents unless such claim or cause of action is filed not later than six (or both); or (ii6) if months after the Claim is not in relation to a breach Closing Date. The terms and conditions of Material Warranty, which would result in this Section 10.4 shall survive the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% Closing. “Sellers Related Parties” shall mean Acadia and any affiliate of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b)Acadia. (c) (thresholds) The Seller will not have any liability in respect of any Claim unless the amount of the Claim: (i) exceeds A$2 million; and (ii) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 million.

Limitation on Seller’s Liability. (a) Sellers shall be under no liability under the Warranties in the event that Closing does not take place whether under the provisions of Sections 4.01, 6.01, 6.02, or otherwise. (maximum aggregate liabilityb) The maximum aggregate Notwithstanding anything to the contrary in Article 7 of this Agreement the liability of the Seller for Sellers in respect of any and all Claims together will claim under the Warranties (a "Relevant Claim") shall be limited to, by the following provisions of this Section and will in no the event exceed, of any inconsistency between the amount following provisions of this Section and the provisions of Article 7 the following provisions of this Section shall prevail. (c) Sellers shall not be liable in respect of any claim under the Warranties to the extent that is equal tothe matter or matters giving rise to such claim are fully and fairly disclosed in the Disclosure Schedules. (d) The liability of Sellers in respect of any Relevant Claim shall be limited as follows: (i) 100% the aggregate maximum liability of Sellers in respect of all and any Relevant Claims shall in no event exceed an amount equal to the aggregate of the following: (A) the Purchase Price in respect of a breach by payable for the Seller of any of the Material WarrantiesShares hereunder; and (B) the aggregate amount of any costs charges and expenses incurred by Buyer following the acquisition by Buyer of the Shares in bringing or enforcing any claims in respect of breach of the warranties or indemnities given by Sellers under this Agreement. (ii) 25% Sellers shall not be liable in respect of any Relevant Claim where the Purchase Price in all other cases, provided that the maximum aggregate liability amount of the Seller such claim does not exceed (pounds)1000.00. (iii) Sellers shall not be liable in respect of all and any Relevant Claims cannot exceed 100% of the Purchase Price. (b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to a breach of Material Warranty, which would result in unless and until the aggregate amount paid under cumulative liability of Sellers in respect of all and any such Relevant Claims (ignoring for these purposes all and any relevant claims in relation to this Agreement respect of which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b). (c) (thresholds) The Seller will Sellers do not have any liability in respect pursuant to the provisions of any Claim unless the amount of the Claim: (iSection 10.04(b) exceeds A$2 million; and the Relevant Amount (iias defined below) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case event the Seller is shall be liable for the full entire amount of those Claims and not just the portion in excess of A$10 millionsuch liability.

Limitation on Seller’s Liability. (a) Prior to seeking indemnity from Sellers for any Loss under Section 11.2 or Section 6.2, Buyer will first exhaust any contractual right of set off (maximum aggregate liability) The maximum aggregate liability including any shares of Buyer’s common stock issued to other parties selling membership interests of the Seller Company) it may have against a third party in relation to the same Loss. For the avoidance of doubt, Buyer shall not seek indemnity from Sellers for any and all Claims together will be limited toLoss already covered by any third party. Furthermore, and will in no the event exceedthat Buyer subsequently recovers any Losses from a third party after receiving indemnity from Sellers, the amount that is equal to: (i) 100% of the Purchase Price in respect of a breach by the Seller of Buyer shall reimburse Sellers for any of the Material Warranties; and (ii) 25% of the Purchase Price in all other cases, provided that the maximum aggregate liability of the Seller in respect of all Claims cannot exceed 100% of the Purchase Pricesuch payments. (b) (deferred considerationIf the Closing occurs, and subject to Section 11.3(d) the obligation and Section 6, Sellers will have no liability to Buyer or any other person for indemnification or otherwise with respect to any claim that arises out of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to or results from a breach of Material Warranty, which would result any representation or warranty in the aggregate amount paid under all Claims Section 3 or any covenant in relation to this Agreement which has been paid by the Seller exceeding the aggregate Section 5 unless Buyer notifies Sellers of the Purchase Price (Completion Payment) claim and specifies in reasonable detail the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, facts giving rise to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed claim within the applicable thresholds survival period set forth in this clause 15.2(b)Section 11.1. (c) (thresholds) The Seller Except as set forth in Section 11.3(d), Sellers will not have no liability to Buyer or any liability other person for indemnification or otherwise until the aggregate amount of all Losses in respect of any Claim unless indemnification under this Section 11 exceeds the Basket, in which event the Buyer will be entitled to recover all such Losses without regard to the Basket. The aggregate amount of all Losses for which Buyer shall be entitled to recover pursuant to this Section 11 shall not exceed the ClaimCap. (d) The limitations on Sellers’ liability in Section 11.3(b) and Section 11.3(c) will not apply with respect to a claim that arises out of or results from: (i1) exceeds A$2 million; anda breach of any Fundamental Representation or any representation or warranty in Section 3.15, Section 3.27, or Section 3.30; (ii2) when aggregated with the amount a breach of any other Claims finally agreed representation or adjudicated to be payable warranty in respect Section 3 if Buyer demonstrates that, as of the Claimsdate of this Agreement, exceeds Sellers had actual knowledge of the sum facts giving rise to the breach and that the facts constituted a breach; (3) a breach of A$10 millionany covenant in Section 5, in which case if Buyer demonstrates that any Seller intentionally breached the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 millioncovenant; or (4) fraud, willful breach, intentional misrepresentation, or criminal activity by any Seller.

Limitation on Seller’s Liability. 7.1 The Seller shall not be liable for any Warranty Claim unless (a) the amount of any single Warranty Claim exceeds (maximum euro) 10,000 (in words: ten thousand Euro(s)), whereby claims arising from the same Representation and Warranty or in respect of the same subject matter or from the same cause, set of facts or relating to the same type of asset or liability on the balance sheet, shall be considered one single claim, and (b) the aggregate liabilityamount of liability in respect of all Warranty Claims exceeds (euro) 75,000 (in words: seventy five thousand Euro(s)), in which case the Seller shall be liable for the aggregate amount. 7.2 The maximum total aggregate liability of the Seller for claims arising out of or related to this Agreement (including Warranty Claims) shall not exceed fifty per cent (50%) of the Purchase Price, being (euro) 9,000,000 (in words: nine million Euro(s)). 7.3 The Seller shall have no liability in respect of any and all Claims together will be limited to, and will in no event exceed, the amount that is equal toWarranty Claim: (i) 100% of to the Purchase Price extent that such claims would not have arisen but for (a) any change in the applicable law or taxes or interpretation thereof after the Completion Date (whether or not such change purports to have retroactive effect), (b) any change in the accounting policies and methods applied in respect of a breach by the Seller of any of Companies after the Material WarrantiesCompletion Date; andor (ii) 25% of to the Purchase Price extent that any provision or reserve has been made in all other cases, provided that the maximum aggregate Audited Accounts and/or the Interim Accounts for matters giving rise to a Warranty Claim; or (iii) to the extent it relates to any loss or Damages which is recovered by the Purchaser and/or the Companies from its insurers. 7.4 The liability of the Seller in respect of all Claims cannot exceed 100% of any Warranty Claim shall be reduced by any Tax or other saving directly in connection with the Purchase Pricecircumstances that give rise to a Warranty Claim. (b) (deferred consideration) the obligation of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid 7.5 Any payment made by the Seller exceeding the aggregate in respect of the Purchase Price (Completion Payment) and any Warranty Claims shall be deemed to be a reduction of the amount of the Cash Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds in this clause 15.2(b)Price. (c) (thresholds) The Seller will not have any liability in respect of any Claim unless the amount of the Claim: (i) exceeds A$2 million; and (ii) when aggregated with the amount of any other Claims finally agreed or adjudicated to be payable in respect of the Claims, exceeds the sum of A$10 million, in which case the Seller is liable for the full amount of those Claims and not just the portion in excess of A$10 million.

Limitation on Seller’s Liability. (a) (maximum aggregate liabilityNotwithstanding the foregoing provisions of Article 8, except as provided in Section 8.6(b) The maximum aggregate liability of the Seller for any and all Claims together will be limited tobelow, and will in no event exceedshall the Purchaser Indemnified Parties be entitled to claim an aggregate amount of Damages otherwise subject to indemnification against Sellers which exceeds the Holdback Amount, and Purchaser shall look solely to the amount that is equal to: (i) 100% of Holdback Amount for the Purchase Price in respect of a breach by the Seller of any of the Material Warranties; and (ii) 25% of the Purchase Price in all other cases, provided that the maximum aggregate liability of the Seller in respect satisfaction of all Claims cannot exceed 100% of the Purchase Pricesuch Claims. (b) (deferred considerationThe limitations set forth in Section 8.6(a) the obligation of the Seller shall not apply to pay any amount in relation claim by Purchaser for indemnification pursuant to a Claim which is otherwise payable under this agreement: (i) if the Claim is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding the aggregate of the Purchase Price (Completion PaymentSection 8.2(a) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both); or (ii) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does such claim is based on based on breaches of representations and warranties set forth in Section 3.2, Section 3.4(b), Section 3.6, Section 3.12 and Section 3.24 (only as to each Seller who receives Clearwire Stock at Closing); (ii) Section 8.4, or (iii) Section 8.2(b) to the extent such covenants apply to periods after the Closing Date; provided, that, that in no event shall the Purchaser Indemnified Parties be entitled to claim an aggregate amount of Damages otherwise subject to indemnification against Sellers which exceeds the Purchase Price. Any Damages which the Purchaser is entitled to be indemnified, compensated or reimbursed directly by the Sellers pursuant to this Section 8.6(b) may not then exceed be recovered directly from the applicable thresholds in this clause 15.2(b). (c) (thresholds) The Seller will not have any liability in respect of any Claim unless Sellers until such time as the aggregate amount of the Claim: Damages set forth in all notices of Claims delivered to the Sellers pursuant to Section 8.5 exceed the Holdback Amount less (i) exceeds A$2 million; and all Claims then asserted that are limited solely to the Holdback Amount and (ii) when aggregated with the amount of any other Claims finally agreed or adjudicated which have been asserted against the Holdback Amount pursuant to be payable in respect of the Claims, exceeds the sum of A$10 millionthis Section 8.6, in which case the Seller is liable for Purchaser may recover such excess directly from the full amount of those Claims and not just the portion in excess of A$10 millionSellers.

Limitation on Seller’s Liability. 6.1 Subject to Clause 5.2, the Sellers’ liability under the Warranties shall be limited as follows:- 6.1.1 no Claim shall be made by the Buyer unless the aggregate amount of all Claims under this agreement and the Cinemasonline Purchase Agreement (including all previous Claims whether or not satisfied) shall equal or exceed £50,000 in which case the whole amount shall be capable of being claimed and not merely the excess, provided that Claims for breaches of Warranties under Clause 5.2 or Clause 5.4 of Schedule 3 shall not be subject to this limitation; 6.1.2 the liability of Jxxxxxx Xxxxxxx and Mxxxxxx Xxxxxxx in respect of all the Warranties (and in respect also of Claims under the Tax Covenant) is limited to the cash paid to each by way of Consideration; 6.1.3 the liability of Mxxxxxxx Xxxxxxxxxx and Gxxxxx Xxxxxxxxxx in respect of all the Warranties (and in respect also of Claims under the Tax Covenant) under this agreement and the Cinemasonline Purchase Agreement is limited to the cash paid to each by way of Consideration under this agreement and any consideration received by either of them pursuant to the Cinemasonline Purchase Agreement less any amount advanced (whether by way of loan or gift) out of such proceeds to any of the Cxxxxxxxxx Parties if and only if the recipient of such proceeds agrees in writing to assume the liabilities of Mxxxxxxx Xxxxxxxxxx or Gxxxxx Xxxxxxxxxx, as applicable, in respect of the Warranties and any Claims under the Tax Covenant, limited to the amount of such proceeds received; 6.1.4 no Claim for breach of the Warranties other than the Tax Warranties shall be made unless the Claim has been notified in writing to the Warrantors in reasonable detail before the second anniversary of Completion; 6.1.5 no Claim for breach of the Tax Warranties shall be made unless the Claim has been notified in writing to the Warrantors in reasonable detail before the seventh anniversary of Completion; 6.1.6 subject to clause 6.1.7, the aggregate liability of all the Warrantors in respect of all the Warranties and the Tax Covenant under this agreement and the Cinemasonline Purchase Agreement is limited to the Consideration received by them under this agreement and any consideration received by any of them pursuant to the Cinemasonline Purchase Agreement; 6.1.7 the aggregate liability of Jxxxxxx Xxxxxxx and Exxxxx Xxxxxxx in respect of (a) the Warranties shall be limited to the total Consideration paid by Buyer under this agreement and the total consideration paid by Buyer under the Cinemasonline Purchase Agreement and (maximum aggregate liabilityb) the Tax Covenant shall be without limitation; and 6.1.8 no Claim shall lie in relation to up to £125,104 of Overpayments. 6.2 The maximum aggregate liability Sellers shall not be liable under the Warranties to the extent that a Claim arises or is increased:- 6.2.1 wholly or partly from an act or omission compelled by law; 6.2.2 wholly or partly as a result of the Seller for passing or coming into force of or any and all Claims together will be limited tochange in any enactment, and will in no event exceedlaw, the amount that is equal to: regulation, directive, requirement or any practice of any government, government department or agency or regulatory body (i) 100% including extra-statutory concessions of the Purchase Price Inland Revenue) after the date hereof whether or not having retrospective effect or any change in the way in which the business of the Company, Spring Leisure Limited or WXX.XX.XX Limited is altered after Completion. 6.3 None of the limitations contained in Clause 5.2 or Clause 6 apply in relation to any Claim arising from any fraud, intent or wilful misstatement on the part of the Sellers in relation to the entry into this agreement. 6.4 The Buyer shall not be entitled to recover damages in respect of a any Claim for breach by the Seller of any of the Material Warranties; and (ii) 25% of Warranties or the Purchase Price in all other cases, provided that the maximum aggregate liability of the Seller Tax Covenant or otherwise obtain reimbursement or restitution more than once in respect of all Claims cannot exceed 100% any one breach of Warranty or the Purchase PriceTax Covenant or indemnity Claim arising out of or in connection with the same circumstances. (b) (deferred consideration) 6.5 The Warrantors shall not be liable under the obligation Warranties in respect of the Seller to pay any amount in relation to a Claim which is otherwise payable under this agreementClaim: (ia) if to the Claim extent that recovery is in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid made by the Seller exceeding the aggregate Buyer or any member of the Purchase Price (Completion Payment) and Buyer’s Group under any policy of insurance or to the amount extent that recovery would have been capable of being made under any policy of insurance had the Buyer or any member of the Purchase Price (Deferred Payment) which has been paid Buyer’s Group effected policies of insurance on similar terms to those effected by or for the benefit of the Seller Company which are in accordance with force as at the date of this agreement or the Joint Venture Agreement (or both)agreement; or (iib) if the Claim is not in relation to a breach of Material Warranty, which would result in the aggregate amount paid under all Claims in relation to this Agreement which has been paid by the Seller exceeding 25% of the aggregate of the Purchase Price (Completion Payment) and the amount of the Purchase Price (Deferred Payment) which has been paid to or for the benefit of the Seller in accordance with this agreement or the Joint Venture Agreement (or both), then, to the extent it so exceeds the relevant aggregate amount noted above, is deferred until further payments by the Buyer of any or all the Purchase Price (Deferred Payment), upon which the amount deferred under this clause is payable (to the extent that it does not then exceed the applicable thresholds Buyer or any member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in this clause 15.2(b)respect of such Claim from any third party. (c) (thresholds) The Seller will not have any liability 6.6 If the Warrantors pay to the Buyer an amount in respect of any Claim unless under the Warranties and the Buyer or any member of the Buyer’s Group subsequently recovers from a third party (including, without limitation, any insurer or any tax authority) a sum which is referable to that Claim, the Buyer shall repay to the Warrantors so much of the amount originally paid by the Warrantors as does not exceed the sum recovered from the third party after deduction of all reasonable costs and expenses of recovery. 6.7 The Warrantors shall not be liable under the Warranties or the Tax Covenant in respect of any Claim: (ia) exceeds A$2 millionwhich is based upon a liability which, at the time such Claim is notified to the Warrantors is contingent only or otherwise not capable of being quantified unless and until such liability ceases to be contingent or becomes capable of being quantified. Subject to such Claim being notified to the Warrantors within the time limits specified in clause 6.1, the time limit for issuing and serving proceedings for the purposes of clause 6.1 shall begin on the date on which such liability ceases to be contingent or becomes capable of being quantified; (b) to the extent that the matter giving rise to the Claim falls to be done in implementing the terms of this agreement or any document or agreement to be entered into pursuant to this agreement; (c) to the extent that results from any change in the way in which the business of the Company, Spring Leisure Limited or WXX.XX.XX Limited is altered after Completion save in relation to which it deals with Overpayments or as required under law in the United Kingdom (provided that even if the change made concerning Overpayments is deemed necessary under the law, the Sellers shall have no liability in respect of the first £125,104 of Overpayments) 6.8 The Buyer shall (and shall procure that the Company shall) take all reasonable steps to mitigate any loss, liability or damage which is likely to give rise to a Claim under the Warranties, and the Tax Covenant including (without limitation) steps to prevent any contingent liability becoming an actual liability. Nothing in this agreement shall relieve the Buyer of any common law or other duty to mitigate any loss, liability or damage suffered or incurred by it. 6.9 If any Claim is made against the Buyer or any member of the Buyer’s Group by any third party which is likely to in turn lead to a Claim by the Buyer against the Warrantors under the Warranties then the Buyer shall: (a) give notice of such Claim to the Warrantors as soon as reasonably practicable after the Buyer becomes aware of it; (b) keep the Warrantors promptly and fully informed as to the progress of any such Claim; (c) subject to the Buyer and the relevant member of the Buyer’s Group being entitled to employ its own legal advisers and being indemnified and secured to its reasonable satisfaction by the Warrantors against all liabilities, costs, expenses, damages and losses (including, without limitation, the reasonable and proper costs of its legal advisers) suffered or incurred in connection with any such Claim, take, and shall procure that each member of the Buyer’s Group shall take, all reasonable steps so as to recover or minimise or resolve such liability or dispute and, upon request by the Warrantors, permit the Warrantors to take sole conduct of such actions as the Warrantors deem appropriate in connection with such Claim, in the name of the Buyer or the relevant member of the Buyer’s Group; (d) comply with all reasonable requests of the Warrantors in relation to such Claim including (without limitation) giving the Warrantors access to premises, personnel, documents and records for the purpose of investigating the matters giving rise to such Claim; and (iie) when aggregated with not (and shall procure that no member of the Buyer’s Group shall) accept or pay or compromise any such liability or Claim without the prior written consent of the Warrantors (such consent not to be unreasonably withheld or delayed); PROVIDED THAT nothing in this clause 6.9 shall require the Buyer or any member of the Buyer’s Group to take or refrain from taking any action which it reasonably considers would materially and adversely affect the goodwill or bona fide commercial interests of the Buyer’s Group. 6.10 If any amount is paid by the Warrantors under the Warranties or the Tax Covenant, the amount of any other Claims finally agreed or adjudicated such payment shall be deemed to constitute a reduction in the consideration payable under this agreement. 6.11 No Claim shall be payable admissible and the Warrantors shall not be liable in respect thereof to the extent that: 6.11.1 the liability arises as a result of or is otherwise attributable wholly to any voluntary act, transaction or omission of the ClaimsCompany or any member of the Buyer’s Group or their respective directors, exceeds employees or agents on or after Completion; or 6.11.2 the sum liability comprises penalties, charges or interest arising directly or indirectly from any act, transaction or omission of A$10 millionany member of the Buyer’s Group or the Company after Completion; or 6.11.3 such Claim is wholly attributable to any voluntary act, in which case omission, transaction or arrangement carried out at the Seller is liable for request of or with the full amount consent of those Claims and not just any member of the portion in excess of A$10 millionBuyer’s Group or their respective directors, employees or agents before Completion.