Common use of Limitations on Claims Clause in Contracts

Limitations on Claims. 8.1 The limitations set out in this Agreement (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 6.1 The limitations set out definitions and rules of interpretation in this clause apply in this Agreement (including this clause 8) shall not apply to “Claim” a claim for breach of any Relevant of the Warranties “Substantiated Claim” a Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made which liability is admitted by the party against any Warrantor unless written notice of that whom such Claim is served brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter 6.2 This clause limits the liability of the Seller in relation to any Warrantor giving reasonable details Claim 6.3 The liability of the Seller for all Substantiated Claims when taken together shall not exceed £350,000 6.4 The Seller shall not be liable for a Claim unless: 6.4.1 the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds £1,000; and 6.4.2 the amount of all Substantiated Claims that are not excluded under clause 6.4.1 when taken together, exceeds £10,000, in which case the whole amount (and not just the amount by which the limit in this clause 6.4.2 is exceeded) is recoverable by the Buyer 6.5 The Seller is not liable for any Claim to the extent that the Claim: 6.5.1 relates to matters Disclosed; or 6.5.2 relates to any matter specifically and fully provided for in the Accounts 6.6 The Seller is not liable for a Claim unless the Buyer has given the Seller notice in writing of the Claim, summarising the nature of the Claim by no later than as far as it is known to the date falling eighteen (18) Buyer and the amount claimed is within the period of 6 months from beginning with the Completion Date. Failure 6.7 Nothing in this clause 6 applies to give a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers 7 ASSIGNMENT OF PROPERTY LEASES, COVENANT & INDEMNITIES 7.1 The Buyer agrees to procure that the Property Leases are properly assigned at the Seller’s cost to TRM (ATM) Limited (“ATM”) as soon as possible following Completion 7.2 Prior to Completion the Seller shall use all reasonable details endeavours to obtain the grant of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed reversioner’s licences necessary to enable the Property Leases to be withdrawn (if it has not been previously satisfied, settled or withdrawn assigned and no new Claim to assist with the obtaining of such licences the Seller shall procure that ATM shall supply such information and references as may be made required by the reversioner pursuant to the Property Leases and, where required by the Property Leases, the Seller will procure that ATM will covenant direct with the reversioner to pay the rents and observe and perform the covenants contained in the Property Leases 7.3 Where the reversioner’s licence is required to enable the Property Leases to be assigned but such licence is not obtained on or before Completion the provisions of this paragraph shall apply from and including Completion to the assignment of the Property Leases to ATM 7.3.1 the Buyer will procure that ATM may enter the property demised by the Property Leases and occupy it as licensee of the Company and the Company shall hold the Property Leases upon trust for the ATM 7.3.2 the Seller will procure that ATM will pay for and reimburse the Company in respect of all rates, water rates, insurance premiums, telephone, electricity and gas charges and other outgoings of an annual or recurring nature (apportioned on a day to day basis) 7.3.3 the Seller will procure that ATM will pay to the Company amounts equal to the rents reserved by the Property Leases as and when the rents fall due pursuant to the Property Leases and any other sum or sums payable thereunder and shall act or conduct itself in such a manner that the covenants, obligations, conditions and stipulations (other than for the payment of rents and any other sums and against alienation without prior consent) on the part of the tenant contained in the Property Leases are fully observed and performed and shall indemnify the Company against any breach, non-observance, or non-performance of those covenants, obligations, conditions and stipulations (save as aforesaid) and all costs, claims, damages, liabilities, expenses or losses arising out of or in connection thereto 7.3.4 the Seller shall procure that ATM shall bear all third party, public liability and employer’s liability risks attached to the occupation and use of the Property Leases and shall indemnify the Company against them 7.4 Forthwith upon the grant of the reversioner’s licence to the assignment of the Property Leases such assignment shall be completed and the Buyer shall procure that the Company shall assign or transfer as appropriate the Property Leases to ATM with full title guarantee 7.5 The Seller agrees to indemnify the Buyer against all claims, costs and liabilities indirectly or directly incurred in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn Property Leases and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request transfer of the relevant claimant. 8.6 The maximum aggregate liability Employees or any of the Warrantors in respect of Excluded Assets pursuant to the ATM Transfer Agreement 7.6 The Seller agrees to indemnify the Buyer against all claims, costs and any Claims shall be limited to, liabilities indirectly or directly incurred as tax penalties or charges for late returns as specifically Disclosed in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.Disclosure Letter

Limitations on Claims. 8.1 10.1 Save as provided in clause 10.7, the provisions of: 10.1.1 this clause 10 limits the liability of the Seller in relation to any Claim and (where specifically provided) any Tax Claim; and 10.1.2 Part 3 of Schedule 3 limits the liability of the Seller in relation to any Tax Claim. 10.2 The limitations set out aggregate liability of the Seller for all Substantiated Claims shall not exceed an amount equal to the Purchase Price plus the Actual Outstanding Intercompany Balances and the CSSL Non-Core Payable. 10.3 The Seller shall not be liable for a Claim or a Tax Warranty Claim unless the amount of the Seller's liability in respect of such Claim or Tax Warranty Claim (together with any connected Claims), when aggregated exceeds £100,000 (the “Claims Threshold”), in which case the Seller shall be liable for the whole amount claimed (and not just the amount by which the Claims Threshold in this Agreement (including clause 10.3 is exceeded). For the purposes of this clause 8) 10.3, a Claim is connected with another Claim if the relevant claims arise from the same event or set of circumstances, or relate to the same subject matter. 10.4 The Buyer shall give notice in writing to the Seller as soon as reasonably practicable of any actual or potential Claim of which it shall become aware, summarising the nature of the Claim (in so far as it is known to the Buyer) and, as far as is reasonably practicable, the amount claimed. 10.5 The Seller shall not apply to any Relevant be liable for a Claim which is the consequence of fraud, dishonesty or deliberate concealment unless notice thereof shall have been given in accordance with clause 10.4 by or on behalf of the Buyer to the Seller prior to the third anniversary of Completion. 10.6 The Seller shall not be liable for a WarrantorClaim or a Tax Warranty Claim to the extent that the Claim (or Tax Warranty Claim, as the case may be) relates to matters Disclosed. 10.7 Nothing in this clause 10 or Schedule 3 or the Disclosure Letter applies to exclude or limit the liability of the Seller: 10.7.1 to the extent that a Seller Claim or UM (a Tax Claim arises or is delayed as applicable) a result of fraud by the Seller, its agents or advisers; or 10.7.2 in respect of a breach of any Warranties of the warranties in paragraph 1.1, paragraph 1.2, paragraph 2.1, paragraph 2.2, paragraph 2.3, paragraph 2.6, paragraph 8 or Fundamental Warranties (as applicable)paragraph 16.2 or paragraph 19 of Part 1 of Schedule 2. 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any 10.8 Any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn withdrawn), and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) Claim unless legal proceedings in respect of that Claim thereof have been both issued before to and served on the Seller within nine months of the giving of written notice of the Claim. 10.9 No liability shall attach to the Seller by reason of any breach of any of the Warranties to the extent that the same loss has been recovered by the Buyer under any other terms of this agreement or under a Business Transfer Agreement or under any other document entered into pursuant hereto and accordingly the Buyer may only recover once in respect of the same loss. 10.10 The Seller shall not be liable for breach of any of the Warranties to the extent that the subject of the Claim has been made good or is otherwise compensated for without cost to the Buyer. 10.11 Subject to the Seller indemnifying the Buyer in accordance with clause 10.13, if in respect of any matter which would give rise to a Claim, the Buyer or any member of the Buyer’s Group is entitled to claim under a policy of insurance, then the Buyer or any member of the Buyer’s Group (as appropriate) shall claim against its insurance and use reasonable endeavours to pursue such claims and any such Claim shall then reduce by the amount recovered or be extinguished, taking into account any Tax on the insurance proceeds, any reasonable costs incurred in such recovery and any excess and/or premium payable as a result of the Claim. The Seller undertakes and agrees in respect of any claim under any policy of insurance under this clause 10.11 that the time limit for bring such a Claim shall be the later of the date specified in clause 10.5 or the date falling six (6) 6 months after the date on which such the Buyer receives written notice from the insurer stating that those losses in respect of which the Claim is notified made are not covered or recoverable by a policy of insurance. 10.12 Subject to the Seller indemnifying the Buyer in accordance with clause 8.210.13, where the Buyer or any member of the Buyer’s Group is at any time entitled to recover from some other person (other than an insurer) any sum in respect of any matter giving rise to a Claim the Buyer shall, and shall procure that the member of the Buyer’s Group concerned shall, take reasonable steps to mitigate its loss in accordance with its common law duty to enforce such recovery and, in the event that the Buyer or any member of the Buyer’s Group shall recover any amount from such other person (other than an insurer), the amount of the claim against the Seller shall be reduced by the amount recovered (less any reasonable costs incurred in such recovery and less any Tax attributable to such recovery). 10.13 The Seller shall indemnify the Buyer in respect of all properly vouched costs, charges and expenses that are properly incurred by the Buyer (or any other member of the Buyer’s Group) as a consequence of any actions taken at the request of the Seller in accordance with clause 10.11 and clause 10.12, and the Seller shall pay to the Buyer (or any other member of the Buyer’s Group) within ten Business Days of written demand such costs, charges and expenses. 10.14 If the Seller pays at any time to the Buyer or any member of the Buyer’s Group an amount pursuant to a Claim or under any other provisions of this agreement and the Buyer or member of the Buyer’s Group subsequently recovers from some other person any sum in respect of all or part of the subject matter of such Claim, the Buyer shall, or shall procure that the relevant member of the Buyer’s Group shall, pay to the Seller the lesser of (i) the sum recovered from the other person less any reasonable costs and expenses incurred in obtaining such recovery and less any Tax attributable to the recovery, and (ii) the amount previously paid to the Buyer by the Seller less any Tax attributable to it. 10.15 No Claim shall lie against the Seller to the extent that such Claim is attributable to any voluntary act, omission, transaction or arrangement carried out by the Buyer or a member of the Buyer’s Group on or after Completion done or omitted otherwise than in the ordinary course of business of the Buyer or the relevant member of the Buyer’s Group, which the Buyer or the relevant member of the Buyer’s Group was actually aware would give rise to such Claim and, for this purpose, an act, omission, transaction or arrangement shall be deemed not to be voluntary if it is required in order to comply with mandatory statutory or regulatory requirements, to implement the Transaction or is pursuant to a legally binding obligation entered into on or before Completion. 10.16 No liability shall arise in respect of any breach of any of the Warranties to the extent that liability for such breach occurs or is increased directly or indirectly as a result of any legislation not in force on or prior to the date of this agreement or as a result of the withdrawal of any extra-statutory concession or other agreement or arrangements currently granted by or made with any governmental authority or Taxation Authority or as a result of any change after the date of this agreement of any generally accepted interpretation or application of any legislation or the enforcement policy or practice of the relevant authorities or as a result of the withdrawal of any extra-statutory concession or any other formal agreement or arrangements with any Taxation Authority (whether or not having the force of law) currently granted by or made with any Taxation Authority, unless such formal agreement or arrangement is withdrawn due to an error, omission or fault of the Seller or of any Group Company or as a result of any acts or omissions of any Group Company prior to Completion. 10.17 The Buyer warrants to the Seller that there is no matter or circumstance within its actual knowledge at the date of this agreement which it is actually aware is inconsistent with the Warranties set out in paragraphs 12 and 13 of Schedule 2 and which the Buyer is actually aware would give rise to a material claim under the Warranties set out in paragraphs 12 and 13 of Schedule 2 (save as Disclosed). 10.18 Nothing in this agreement shall limit the Buyer’s obligation to mitigate its loss under general law save that, where the Seller does not elect to take conduct of Proceedings pursuant to clause 10.22.3, the Seller acknowledges that no Group Company will have any operational management or employees and will therefore need to engage professional advisers and consultants to deal with such Proceedings. 10.19 The provisions of clauses 10.20 to 10.24 shall apply in the event that any claim is made or threatened by any third party against the Buyer, the Company or any Subsidiary, which may reasonably be considered likely to give rise to a Claim (a Third Party Claim). 10.20 In the event of a Third Party Claim, subject to the Seller indemnifying the Buyer in accordance with Clause 10.23 the Buyer shall: 10.20.1 as soon as reasonably practicable, and in any event within 20 Business Days of the date upon which the Buyer (or any member of the Buyer’s Group) becomes actually aware of the Third Party Claim, give written notice of the Third Party Claim to the Seller, specifying in reasonable detail the nature of the Third Party Claim (to the extent that such information is actually known by the Buyer); 10.20.2 subject to the Seller entering into a confidentiality undertaking in a form satisfactory to the Buyer, keep the Seller fully informed of the progress of, and all material developments in relation to, the Third Party Claim and provide the Seller with copies of all information and correspondence relating to such Third Party Claim; and 10.20.3 subject to the Seller entering into a confidentiality undertaking in a form satisfactory to the Buyer, give (and procure that each member of the Buyer’s Group shall give) the Seller and its professional advisers access at reasonable times (and on reasonable notice) to its premises, and to any relevant information within its control, for the purposes of enabling the Seller and its advisers to assess the Third Party Claim, and enabling the Seller to exercise its rights under this clause 10.20 and clause 10.22. 10.21 Any failure or delay by the Buyer to give written notice within 20 Business Days in accordance with clause 10.20.1, shall not invalidate or otherwise prejudice any Claim by the Buyer save to the extent that any such Claim arises or is increased as a result of such failure or delay. 10.22 Subject to the Seller indemnifying the Buyer in accordance with clause 10.23, the Buyer shall: 10.22.1 take (and shall procure that each member of the Buyer’s Group shall take) such action as the Seller may reasonably request in writing to avoid, dispute, resist, mitigate, compromise or defend the Third Party Claim and to appeal against any judgement given in respect of it; 10.22.2 not (and shall procure that no other member of the Buyer’s Group shall) agree any compromise or settlement, or make any admission of liability or payment in relation to a Third Party Claim without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed); and 10.22.3 if required by the Seller in writing, delegate the conduct of any legal proceedings in respect of the Third Party Claim to the Seller (Proceedings). For these purposesthis purpose, proceedings the Buyer shall retain such firm of solicitors as is selected by the Seller to proceed on behalf of the Buyer, the Company or the relevant Subsidiary (as the case may be) in relation to the Proceedings in accordance with the instructions of the Seller, and the Buyer shall give such information and assistance as the Seller or the appointed solicitors may require in connection with the conduct of the Proceedings. 10.23 The Seller shall indemnify the Buyer in respect of all costs, charges and expenses that are properly incurred by the Buyer (or any other member of the Buyer’s Group) as a consequence of any actions taken at the request of the Seller in accordance with clause 10.20 and 10.22 and the Seller shall pay to the Buyer (or any other member of the Buyer’s Group) on demand such costs, charges and expenses. 10.24 The Buyer shall be entitled to withdraw any conduct granted to the Seller pursuant to clause 10.20 and 10.22 where the Buyer (acting reasonably) considers that in having such conduct, the Seller is failing to act diligently in respect of the Claim or is acting in a manner which is frivolous or vexatious or which the Buyer reasonably believes is likely to injure the business or reputation of any member the Buyer’s Group. 10.25 The Seller shall have no liability in respect of a Claim will be deemed to have been “issued” on the date entered on extent that the claim form issued liability pursuant to the relevant Claim is increased as a result of the Buyer (or any member of the Buyer’s Group) knowingly failing to act in accordance with any reasonable request or direction given by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified writing in accordance with clause 8.4. For these purposes10.22, proceedings in respect save where the Buyer reasonably believes that such request or direction is likely to injure the business or reputation of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request any member of the relevant claimantBuyer’s Group. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 The limitations set out 6.1 Save as provided in this Agreement (including clause 6.6, the provisions of this clause 8) 6 limit the liability of the Seller and the Warrantors in relation to any Claim and (where specifically provided) 6.2 The aggregate liability of the Seller and the Warrantors for all Substantiated Claims shall not apply exceed an amount equal to the Purchase Price. Notwithstanding that the Purchase Price shall be satisfied by the issue of the Consideration Shares, any Relevant Claim which shall be settled by the Seller and the Warrantors in cash. 6.3 The Seller and the Warrantors shall not be liable for a Claim liability in respect of such Claim (together with any connected Claims) exceeds £5,000. For the purposes of this clause 6.3, a Claim is connected with another Claim if the consequence Claims arise from the same or related event or set of fraudcircumstances, dishonesty or deliberate concealment relate to the same or similar subject matter. 6.4 The Seller and the Warrantors shall not be liable for a Claim unless notice in writing summarising the nature of the Claim (in so far as it is known to the Buyer) and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Seller: (a) in the case of a Warrantorclaim made under the Tax Warranties, on or before the seventh anniversary of Completion; or (b) in any other case, prior to the expiry of the period of eighteen ( 18) months commencing on the Completion Date. 6.5 The Seller and the Warrantors shall not be liable for a Claim to the extent that the Claim: (a) relates to matters Disclosed; or (b) relates to any matter specifically and fully provided for in the Accounts. 6.6 Nothing in this clause 6 applies to exclude or limit the liability of the Seller and the Warrantors: (a) to the extent that a Claim arises or UM is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller and / or the Warrantors, their agents or advisers; or (as applicableb) in respect of a breach of any of the warranties in paragraph 1.1, paragraph 1.2, paragraph 1.3, paragraph 2.1, paragraph 2.2 or paragraph 2.3 of Part 1 of Schedule 4. 6.7 Neither the Seller nor any of the Warrantors shall plead the Limitation Axx 0000 in respect of any claims made under the Tax Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from Tax Covenant up to seven years after the Completion Date. Failure . 6.8 The Warrantors shall be severally liable to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount extent set opposite such Seller’s name out in column (6) 2 of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 The limitations set out 7.1 Subject to Clause 7.3, the Buyer shall give notice in this Agreement (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf writing of a WarrantorWarranty Claim, Tax Claim or Indemnity Claim to the Sellers stating the nature of the claim (and such other reasonable details as are available to it) as soon as is reasonably practicable after the Buyer becomes aware that it has or might have a Seller Warranty Claim, Tax Claim or UM (as applicable) Indemnity Claim and in any event the Sellers shall be under no liability in respect of any Warranties Warranty Claim or Fundamental Warranties (as applicable)Tax Claim or Indemnity Claim unless notice is given in respect of it on or before the first anniversary of Completion. 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details 7.2 Subject to Clause 7.3, the liability of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details Sellers in respect of any Warranty Claim, Tax Claim or Indemnity Claim, of which notice shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed have been given to be withdrawn the Sellers prior to the expiry of the time limit set out in Clause 7.1 shall (if it such Warranty Claim, Tax Claim or Indemnity Claim has not been previously satisfied, settled or withdrawn withdrawn) absolutely cease and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless determine if proceedings in respect of that such Warranty Claim, Tax Claim or Indemnity Claim have not been properly issued before and validly served upon the Sellers within six months of the date falling six (6) months after the date on which of such Claim notification or if later, where action is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court being taken at the request of the Seller in accordance with paragraph 9 (Claims procedure) of Schedule 8, or the Seller is requesting that action be taken, or awaiting any response from a Tax Authority in response to any action taken in respect of a Demand, six months after the latest date of action, a request for action, or a response from the relevant claimantTax Authority. 8.4 No Fundamental 7.3 The time limits in Clause 7.1 shall not limit any Warranty Claim, Tax Claim or Indemnity Claim in respect of a liability which is contingent or unascertained where written notice of the Warranty Claim, Tax Claim or Indemnity Claim (giving so far as is practicable the amount and the details of the Warranty Claim, Tax Claim or Indemnity Claim) is given to the Sellers before the expiry of the relevant periods specified in those clauses. 7.4 The Buyer shall not be entitled to make a Warranty Claim may to the extent that the matter giving rise to the Warranty Claim is remediable unless: (a) within the period of 20 Business Days after becoming aware of such matter, the Buyer shall have given notice thereof to the Sellers; and (b) such matter shall not have been remedied to the reasonable satisfaction of the Buyer within the period of 20 Business Days following the giving of such notice. 7.5 The maximum aggregate liability of each Seller for all Relevant Claims shall be limited to the aggregate Issue Price of all of the Consideration Shares received by the relevant Seller and, in the case of Xxxxx Steel, the NSRA Value. If, at the date a Claim becomes a Settled Claim, the Escrow Consideration Shares have not yet been issued, they shall be treated as having been issued to Toziyana Resources Limited for the purposes of determining Toziyana Resources Limited’s cap on its liability. 7.6 Each Seller shall, subject to Clause 4.16, only be liable for the proportion of each Claim set out against its name in column 6 of Schedule 1. 7.7 The Sellers shall be under no liability in respect of any Warranty Claim or Tax Claim if the aggregate liability of the Sellers in respect of all Warranty Claims together with all Tax Claims would (but for this Clause 7.7) have been less than US$750,000 (including costs and interest). 7.8 In relation to a Claim (other than a Tax Claim or Tax Warranty Claim), the Sellers shall not be liable in respect of any such Claim if and to the extent that: (a) the Claim would not have arisen but for any act, omission, transaction or arrangement carried out at the request of or with the consent of the Buyer before Completion or pursuant to the terms of this Agreement; (b) the Claim would not have arisen but for any act, omission, transaction or arrangement carried out or entered into by any member of the Buyer's Group on or after Completion outside the ordinary course of business of the Company as carried on at the date of this Agreement; (c) the Claim would not have arisen but for any reorganisation of any member of the Buyer's Group (including any winding up or cessation of the whole or any part of any business or trade carried on by any member of the Buyer's Group) after Completion; (d) the Claim would not have arisen but for any change in the accounting principles, practices or policies of any member of the Buyer's Group introduced or having effect after Completion unless required by any provision of IFRS in place prior to the date of this Agreement; (e) subject to Clause 7.9, the loss or damage giving rise to the Claim is actually recovered by any member of the Buyer's Group under any policy of insurance; (f) the Claim is based upon a liability which is contingent only or otherwise not capable of being quantified, unless and until such liability becomes an actual liability or becomes capable of being quantified; (g) the Claim arises or is increased directly or indirectly as a result of: (i) the passing or coming into force of, or any change in, any legislation after the date of this Agreement; (ii) any increase in the rate of Taxation or any imposition of new Taxation after the date of this Agreement; (iii) the withdrawal or amendment after the date of this Agreement of any extra-statutory concession or other formal agreement or arrangement currently granted by or made against with any Seller governmental, fiscal or regulatory body (whether or not having the force of law); or (iv) any change after the date of this Agreement in any generally accepted interpretation or application of any legislation or in the policy or practice (whether published or unpublished) of any relevant governmental, fiscal or regulatory body; (h) the loss the subject of the Claim has been recovered by the Buyer pursuant to a Claim under any other Warranty or term of this Agreement; or (i) the matter giving rise to the Claim has been or is made good or is otherwise compensated for without cost to the Buyer or any other member of the Buyer's Group. 7.9 The Buyer will use all reasonable endeavours to claim on the Group’s insurance policy in respect of any Relevant Claim covered by such insurance, provided that all direct and indirect costs associated with recovery under the relevant insurance policy (including, but not limited to, excess, deductible tax and any resulting increase in the renewal premium) shall be included in the Seller's liability for the Claim and, for the avoidance of doubt, this shall not restrict the Buyer from claiming against the Sellers in respect of the same loss subject always to the Buyer complying with the terms of this Clause 7.9 and not recovering damages more than once in respect of the same loss. 7.10 If a claim, demand or action is made, brought or threatened against the Buyer or any other member of the Buyer's Group by any third party which might lead to a Claim (other than a Tax Claim or Tax Warranty Claim) against the Sellers (a "Third Party Claim"), the Buyer shall: (a) procure that the Sellers are notified in writing of the Third Party Claim as soon as practicable after the relevant member of the Buyer's Group becomes aware of the Third Party Claim and in any event by not later than 5 Business Days thereafter; and (b) consult with the Sellers in relation to the Third Party Claim and the action to be taken to avoid, dispute, resist, mitigate, settle, compromise or defend the Third Party Claim or appeal any decision, judgment or adjudication with respect thereto (and, for the avoidance of doubt, any Warrantorsuch action to be taken shall not require the Sellers’ prior consent). 7.11 None of the limitations in Clauses 7.1 to 7.10 shall apply to any Claim if any liability of the relevant Seller in respect of that Claim arises from, or is increased as a result of fraud on the part of such Seller. 7.12 In respect of any claims against the Buyer under this Agreement, the maximum aggregate liability of the Buyer shall be limited to the aggregate of (i) or UM the aggregate Issue Price of all of the Consideration Shares plus (as applicableii) the NSRA Value. 7.13 The Buyer will not be liable in respect of any claim for a breach of Buyer Warranty unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for such claim has been given by the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim Sellers by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details first anniversary of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this AgreementCompletion. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has 7.14 The Buyer is not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or otherwise obtain payment, reimbursement, reimbursement or restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any same loss or liability which is the subject of a Relevant Claimliability.

Limitations on Claims. 8.1 6.1 The limitations set out in this Agreement (including this clause 8) shall Seller will not apply to be liable for any Relevant Claim or a Tax Covenant Claim unless the amount of the Seller’s liability to the Buyer in respect of that Relevant Claim or Tax Covenant Claim when aggregated with the amount of the liability in respect of all other Relevant Claims and Tax Covenant Claims exceeds £80,000 (eighty thousand pounds) (the “Claim Threshold”). 6.2 The Seller will not be liable for any Relevant Claim unless the amount of the Seller’s liability to the Buyer in respect of that Relevant Claim or directly related series of Relevant Claims exceeds £5,000 (five thousand pounds) (the “De Minimis”). No Relevant Claim or directly related series of Relevant Claims in relation to which is the consequence Seller would have a liability to the Buyer of fraud, dishonesty less than the De Minimis shall count towards the Claim Threshold. 6.3 The Seller will not be liable for any Relevant Claim or deliberate concealment by or on behalf of a Warrantor, a Seller or UM Tax Covenant Claim (as applicable) unless the Seller receives from the Buyer written notice of the Relevant Claim or Tax Covenant Claim as soon as reasonably practicable after the Buyer has become aware that the Relevant Claim or Tax Covenant Claim (as applicable) has arisen (stating in respect reasonable detail the nature of any Warranties the Relevant Claim or Fundamental Warranties Tax Covenant Claim (as applicable). 8.2 No , the circumstances giving rise to it and the Buyer’s bona fide reasonable estimate of any alleged loss or in the case of a Tax Covenant Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details the amount of the Claim by no later than claim based on the facts then known to the Buyer): 6.3.1 before 5.00 p.m. on the date falling eighteen (18) 18 months from after Completion, in the Completion Date. Failure to give reasonable details case of a Relevant Claim for breach of any of the Warranties (other than the Warranties in Part 3 of Schedule 4); and 6.3.2 before 5.00 p.m. on the date falling 7 years after Completion, in the case of a breach of any of the Warranties in Part 3 of Schedule 4. Any Relevant Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn withdrawn) (and no new Claim claim against the Seller may be made in respect of the facts giving rise to such withdrawn Relevant Claim) unless legal proceedings in respect of that Claim thereof have been issued before the date falling six commenced within 6 (6six) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance giving of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim or (if relevant) the date on which it has been finally determined that such claim is given not a W&I Insurance Exclusion Claim (whichever is the later), and for this purpose such legal proceedings shall not be deemed to any Warrantor have commenced unless both issued and served. 6.4 Subject to clauses 6.5, 6.6 and 6.7, the aggregate amount of the liability of the Seller for all Relevant Claims and Tax Covenant Claims will not exceed the monetary sum held in the Retention Account from time to time. 6.5 The aggregate liability of the Seller for all W&I Insurance Exclusion Claims shall not exceed £4,000,000 (four million pounds) (including for this purpose the Retained Amount) less the aggregate amount of the liability of the Seller for all Relevant Claims and Tax Covenant Claims agreed or Seller determined (as applicablesuch term is defined in Schedule 9) in accordance with and before at the expiry time of such claim. 6.6 The aggregate liability of the relevant period specified Seller for all Relevant Claims and Tax Covenant Claims (including W&I Insurance Exclusion Claims) shall not exceed £4,000,000 (four million pounds) (including for this purpose the Retained Amount), but this clause shall not increase the liability of the Seller as set out in clause 8.2 5.7. 6.7 For the avoidance of doubt, if any W&I Insurance Exclusion Claims are agreed or 8.4 determined (as applicablesuch term is defined in Schedule 9) such that a liability of the Seller arises to make a payment to the Buyer, any payment so requiring to be made shall not be made from the amount standing to the credit at the relevant time of the Retention Account unless at the time of the claim the aggregate amount of all other Relevant Claims and Tax Covenant Claims together with the relevant W&I Insurance Exclusion Claim and other W&I Insurance Exclusion Claims exceeds £3,500,000 (three and a half million pounds) and then only to the extent of such excess. 6.8 For the purposes of calculating the limits set out in clauses 6.5, 6.6 and 6.7, the liability of the Seller shall be deemed to exclude the amount of all costs, expenses and other liabilities (iitogether with any irrecoverable VAT thereon) no Warrantor payable by the Seller in connection with the satisfaction, settlement or Seller (as applicable) shall have determination of any liability such claim. 6.9 The Buyer undertakes to use all its reasonable endeavours to seek recovery under the W&I Insurance in respect of any Relevant Claim or Tax Covenant Claim before bringing proceedings against the Seller in respect of any such claim UNLESS such claim falls within the W&I Insurance Retention Exclusion. The parties agree to consult with each other in good faith as to what constitutes “all its reasonable endeavours” for the purpose of this clause 6.9 as soon as practicable following the notification of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertainedTax Claim. 8.10 No Party nor 6.10 For the purposes of calculating Relevant Claims counting towards the Claim Threshold and/or whether any Relevant Claim exceeds the De Minimis: 6.10.1 there shall be excluded from any Relevant Claim the amount of any costs, expenses and other liabilities (together with any VAT thereon) incurred or to be incurred by or on behalf of the Buyer and/or the Company in connection with the making of such Relevant Claim; and 6.10.2 there shall be excluded the amount of any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once Relevant Claim in respect of any the same fact, matter, event or circumstance giving rise to the same loss arising from (for the avoidance of doubt this clause 6.10.2 shall not exclude Relevant Claims which are part of a directly related series of Relevant Claims). 6.11 Any Relevant Claim shall be limited in accordance with Schedule 9, provided that nothing in this clause 6 or Schedule 9 shall have the effect of excluding or limiting the liability of the Seller to the extent that any Relevant Claim, with Claim arises by reason of any fraud or any dishonest misconduct by the intent that there shall be no double recoverySeller. 8.11 No Party nor any other member of its group 6.12 The Seller shall not be entitled to make a Relevant Claim liable for any punitive breach of the Warranties to the extent that an amount in respect of the loss occasioned by the fact, matter, event or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty circumstance giving rise to such breach has been recovered under common law to mitigate any loss or liability which is the subject of a Relevant Tax Covenant Claim.

Limitations on Claims. 8.1 (a) No Claim may be brought against the Vendor unless a Notice of Claim has been given to the Vendor in accordance with Clause 7.8 on or before the date which is 12 months from the Completion Date. (b) The limitations set out Vendor shall not be liable for any Claim or Liability howsoever arising from any breach of the Vendor’s Warranties: (i) to the extent that the facts and circumstances giving rise to the Claim or Liability have been disclosed to the Purchaser or its advisers in writing or are otherwise disclosed in this Agreement agreement; (including this clause 8) shall ii) which would not apply to any Relevant Claim which is have arisen but for a voluntary act, omission or transaction after the consequence of fraud, dishonesty or deliberate concealment Completion Date by or on behalf of the Purchaser which was not in the ordinary course of business; (iii) to the extent that the Claim or Liability would not have arisen but for some act, omission, transaction or arrangement whatsoever carried out at the written request or with the written approval of the Purchaser prior to the Completion Date; (iv) which arises as a Warrantorresult of legislation which comes into force after the date of this Agreement and which is retrospective in effect; (v) which arises as a result of any change in administrative practice after the date of this Agreement; (vi) to the extent that the injury, loss or damage suffered by the Purchaser as a Seller result of the breach is covered by an insurance policy held by or UM on behalf of the Purchaser and the Purchaser recovers compensation in respect of that injury, loss or damage from any of its insurers; (vii) to the extent that the Purchaser recovers the amount of that Claim from any third party; or (viii) which arises as applicablea result of the Purchaser failing to act in accordance with any reasonable request of the Vendor in avoiding, resisting or compromising any Claim after being given a reasonable time in which to comply with any such request. (c) The Liability of the Vendor in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details for breach of the Claim by no later than Vendor’s Warranties shall be limited as follows: (i) the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors Vendor in respect of all and any Claims shall be limited to, in the case for breach of the Company and each Vendor’s Warranties shall not exceed the amount calculated by multiplying the number of Consideration Shares by the Issue Price; and (ii) the Vendor shall not be liable for any individual Claim which does not exceed $150,000. (d) It is a condition of any Claim for breach of the other WarrantorsVendor’s Warranties that the Purchaser shall, £1.00upon any Claim being made or issued against the Purchaser which could lead to a Claim by the Purchaser for breach of the Vendor’s Warranties, give a Notice of Claim to the Vendor in accordance with Clause 7.8 and failing such Notice of Claim, the Vendor shall have no liability in respect thereof. 8.7 (e) The maximum aggregate liability amount of each Seller any compensation or damages payable by the Vendor in respect of all any Claim for breach of the Vendor’s Warranties shall be computed after taking into account and giving full credit for any Fundamental Warranty Claims increase in the value of the Sale Shares between the Completion Date and the date of the Claim. (f) If any Claim for breach of the Vendor’s Warranties is brought under this Agreement shall be limited in relation to any Liability of the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability Purchaser which is contingent or unascertained provided that (i) written notice of only, the Relevant Claim is given Vendor shall not be liable to make any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability payment in respect of such Relevant Claim unless and thereof until such contingent liability becomes an actual liability and is discharged by or on behalf of the liability is capable of being ascertainedPurchaser. 8.10 No Party nor (g) If the Vendor pays to the Purchaser any other member amount by way of its group compensation or damages for breach of the Vendor’s Warranties and the Purchaser subsequently recovers from a third party any amount relating to such breach, the Purchaser shall forthwith repay to the Vendor such amount previously paid by the Vendor or so much thereof as does not exceed the amount recovered from the third party. (h) None of the Vendor’s Warranties or any benefit or Claim thereunder may be assigned to any person without the prior written consent of the Vendor and the Liability of the Vendor and any subsisting Claim shall be entitled withdrawn upon the Sale Shares or any of them ceasing to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with be owned by the intent that there shall be no double recoveryPurchaser. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 The limitations set out in this Agreement (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form from issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) ), and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common the law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 The limitations set 7.1 A Claim is connected with another Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 This clause limits the liability of the Warrantors in this Agreement (including this clause 8) shall not apply relation to any Relevant Claim which is (except where expressly provided to the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicablecontrary). 8.2 No Claim may be made against any Warrantor unless written notice 7.3 In addition, Paragraph 4 of that Claim is served on any Warrantor giving reasonable details Schedule 5 limits the liability of the Claim by no later than Warrantors in relation to any claim under the date falling eighteen Tax Covenant. 7.4 Subject always to clause 7.5 below, the liability of the Warrantors for all Claims when taken together shall not exceed the amount (18if any) months for the time being payable to the Buyer from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified Escrow Account in accordance with clause 8.2. For these purposes5. 7.5 Without prejudice to clause 7.25 but notwithstanding any other provision of this agreement, proceedings any amount payable by the Warrantors to the Buyer in respect of a Claim will only be deemed satisfied (and only to have been “issued” on the date entered on extent that there are sums available in such account to satisfy the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantoramount due) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified Escrow Account in accordance with clause 8.45. For these purposesIf, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of time an amount is due to be paid to the relevant claimant. 8.6 The maximum aggregate liability of Buyer by the Warrantors in respect of a Claim, the Escrow Account does not contain sufficient sums to satisfy the whole of the amount due to the Buyer in respect of such Claim, the Buyer waives any and all rights to payment of the unsatisfied amount and any Claims the Claim shall be limited to, deemed satisfied in full upon receipt by the Buyer of the sums available in the case Escrow Account (if any) for satisfaction of such Claim or immediately in the event that no sums are available in the Escrow Account for satisfaction of such Claim. 7.6 Notwithstanding the fact that the Warranties are given solely by the Warrantors it is agreed by each Seller (including the Warrantors) that the liability under any Claim shall be satisfied to the extent possible out of the Company sums available in the Escrow Account in accordance with clause 5 and if there is a Due Amount and a sum payable to the Buyer under the terms of clause 5.3, each of the other Warrantors, £1.00Seller acknowledges that he or it shall have no entitlement to such sum. 8.7 7.7 The maximum aggregate liability of each Seller in respect for all Uncapped Claims when taken together shall not exceed an amount equal to that Seller’s Respective Proportion. 7.8 The Warrantors shall not be liable for a Claim (other than a Claim for breach of the Warranty at paragraph 22.7 of Schedule 4) unless and until the amount of all such Claims (including costs and any Fundamental Warranty Claims under this Agreement interest) exceeds £138,291.33, in which case only such excess amount shall be limited recoverable by the Buyer. 7.9 The Warrantors are not liable for a Claim (other than a Claim under the Tax Covenant to which the provisions of paragraph 4 of the Tax Covenant apply) to the amount set opposite such Seller’s name extent that the Claim relates to any matter or liability: 7.9.1 for which specific provision or reserve is made in column the Accounts or the Management Accounts; 7.9.2 which is Disclosed; 7.9.3 relating to a matter done as an express condition precedent to Closing or in the execution or performance of this agreement; 7.9.4 if it would not have arisen or occurred but for an act, omission or transaction of the Buyer or the Company or a Subsidiary or any of their respective directors, employees or agents before Closing at the specific request of the Buyer; 7.9.5 resulting from or incurred by a change after Closing in the accounting policies or practices of the Company (6) of Schedule 1. 8.8 The maximum aggregate liability of UM other than a change made in respect of all order to comply with UK GAAP or the equivalent local accounting rules and any Fundamental Warranty Claims under this Agreement shall be limited principles applicable to the amount set out Company’s Subsidiaries); 7.9.6 to the extent that it arises or is increased as a result of or is otherwise attributable to: a) any change in or introduction of new law; b) any change in the bottom row rates of column Tax; or c) any change or withdrawal by any authority of any published administrative practice, in each case announced or taking effect after Closing; 7.9.7 which would not have arisen or would have been reduced (6to the extent of the relevant reduction) or eliminated but for the failure or omission on the part of Schedule 1. 8.9 UM shall be entitled the Company or the Buyer to make any claim, election, surrender or disclaimer or to give any notice or consent or to do any other thing under the provisions of any legislation after Closing the making giving or doing of which was specifically taken into account in computing any provision in the Accounts or Management Accounts; 7.9.8 to the extent that loss or liability is recovered under a Relevant Claim policy of insurance or otherwise at no cost (including no addition to or increase in respect of liability premium) to the Buyer or the Company; or 7.9.9 which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim only unless and until such that contingent liability becomes an actual liability or the liability and is capable of being ascertained. 8.10 No Party nor any other member of its group due and payable, but this clause 7 shall be entitled not operate to recover damages or obtain payment, reimbursement, restitution or indemnity more than once avoid a Claim made with reasonable supporting details in respect of any loss arising from any Relevant a contingent liability within the applicable time limits specified in clause 7.10 or clause 7.11; or 7.9.10 in respect of which the Buyer has actual knowledge as at the date of this agreement and is actually aware at the date of this agreement would give rise to a Claim. 7.10 The Warrantors are not liable for a Claim unless the Buyer has given the Sellers’ Representatives notice in writing of the Claim, summarising the nature of the Claim (specifying in reasonable detail with supporting evidence the intent that there shall be no double recovery. 8.11 No Party nor matter, event or default which gives rise to the Claim) and the amount claimed in any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is case within the subject of a Relevant Claim.period of:

Limitations on Claims. 8.1 The limitations set out In no event shall Sellers have any obligation to indemnify Buyer in respect of Indemnified Losses in excess of an amount equal to the Purchase Price paid by Buyer to Sellers hereunder. Notwithstanding anything in this Agreement to the contrary, Sellers shall have no obligations or liabilities under this Agreement: (including this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicablea) in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless Buyer has given written notice of that Claim is served on any Warrantor giving reasonable to Sellers setting out specific details of the Claim Indemnified Losses as soon as reasonably practicable after Buyer becomes aware of the facts, matters or circumstances on which the claim is based, and in any event by no later than the date falling eighteen expiration of the relevant representations and warranties as provided in Section 8.1; (18b) months from unless and until the Completion Date. Failure to give reasonable details amount of any Claim all Indemnified Losses totals at least Fifty Thousand Dollars ($50,000) in the aggregate, provided however, that materiality limitations shall not prevent UM from proceeding with any Claim otherwise made properly under be taken into consideration when calculating the aggregate amount of Indemnified Losses for purposes of this Agreement.Section 9.2(b); 8.3 A Claim will be deemed (c) to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made the extent that compensation in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant.Indemnified Loss: 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice is recovered by Buyer or any Affiliate under or out of the Relevant Claim is given to any Warrantor insurance or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and indemnity agreement; or (ii) no Warrantor would have been recoverable by Buyer or Seller (as applicable) shall have any liability in respect Affiliate under or out of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution insurance or indemnity more than once in respect of any loss arising from any Relevant Claim, with by reasonable efforts to pursue the intent that there shall be no double recovery.Indemnified Loss under such insurance or indemnity; 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.(a) DON’T DELETE - HERE FOR NUMBERING PURPOSES - WON’T PRINT (b) DON’T DELETE - HERE FOR NUMBERING PURPOSES - WON’T PRINT (c) DON’T DELETE - HERE FOR NUMBERING PURPOSES - WON’T PRINT (d) DON’T DELETE - HERE FOR NUMBERING PURPOSES - WON’T PRINT

Limitations on Claims. 8.1 The limitations set out Notwithstanding anything in this Agreement Article XII to the contrary, no Indemnified Party's Damages shall be payable pursuant to this Article XII unless and until the aggregate amount of Damages asserted against the applicable Indemnifying Party under this Article XII equals or exceeds Fifty Thousand Dollars (including $50,000) (the "Liability Threshold") and then only to the extent of such excess. The indemnification rights provided for under this clause 8) Article XII shall be limited in certain respects as follows: (i) the rights of any Seller Indemnified Party to seek indemnification under this Article XII shall terminate on the second anniversary of the Closing Date (the "Seller Parties' Indemnity Period"); (ii) the rights of any MPT Indemnified Party to seek indemnification under this Article XII shall terminate on the second anniversary of Closing Date (the "MPT Parties' Indemnity Period"), except that the MPT Parties' Indemnity Period shall terminate on the fifth anniversary of the Closing Date with respect to any Claim related to any breach or inaccuracy of any representation or warranty set forth in Section 4.10 or Section 4.11 hereof. Notwithstanding the foregoing, if, prior to the close of business on the last day of, as applicable, the Seller Parties' Indemnity Period or the MPT Parties' Indemnity Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. The foregoing limitations on time and amount shall not apply to any Relevant Claim Damages asserted or incurred by any Indemnified Party arising or resulting from (i) any act or omission of an applicable Indemnifying Party which is the consequence of constitutes fraud, dishonesty (ii) any breach by an Indemnifying Party of its post-closing covenants, or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicableiii) in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of any MPT Indemnified Party, the Company Excluded Liabilities. Following full indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all Persons relating to the matter for which indemnification has been made. Notwithstanding any provision of this Agreement to the contrary, in the event any claim is made by one party to this Agreement against another party to this Agreement, the Non-Prevailing Party, and each only the Non-Prevailing Party, shall be responsible for paying the reasonable legal fees, costs and expenses of the other Warrantorsparty to the claim and the term "Damages," as used herein with respect to a Non-Prevailing Party, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited deemed not to include the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all legal fees and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect expenses of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertainedNon-Prevailing Party. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 The limitations set out 9.1 This clause limits the liability of BDML and BHC in this Agreement (including this clause 8) shall not apply relation to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) claim in respect of any Warranties or Fundamental Warranties breach of Warranty (as applicablea "Claim"). 8.2 No 9.2 The liability of BDML and BHC for all Claims when taken together shall not exceed GBP 8,800,000. 9.3 Neither BHC nor BDML shall be liable for a Claim may be made against any Warrantor unless written notice of that Claim is served on any Warrantor giving reasonable details unless: (a) the amount of the Claim exceeds GBP 25,000; and (b) the amount of all Claims that are not excluded under 9.3(a) when taken together exceed GBP 100,000, in which event the entire amount of the Claim is recoverable. 9.4 Neither BHC nor BDML shall be liable for a Claim unless Xxxxxxx Wales has given BDML notice of the Claim, specifying (in reasonable detail) the nature of the Claim and the amount claimed within the period of three (3) years beginning with the Completion Date and the liability of BDML and/or BHC for the Claim specified in such written notice shall absolutely determine and cease (unless the amount payable in respect of such Claim has been agreed in writing by no later than Xxxxxxx Wales and BDML within six months of the date falling eighteen (18of such written notice) or, if legal proceedings have not been instituted in respect of such Claim, by the due service of process on BDML within six months from the Completion Date. Failure of such written notice. 9.5 Xxxxxxx Wales shall, and shall procure that each of its Affiliates shall, take all reasonable steps to avoid or mitigate any loss or liability which may give reasonable details rise to a Claim or other breach of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A 9.6 No Claim will shall be deemed to admissible, and neither BDML nor BHC shall be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) unless proceedings in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2. For these purposes, proceedings liable in respect of a Claim will be deemed to have been “issued” on the date entered on extent that: (a) the claim form issued by the court liability arises or is increased as a result of, at the request of or is otherwise attributable wholly or partly to any voluntary act, transaction or omission of Xxxxxxx and/or Xxxxxxx Wales or its respective directors, employees, Affiliates or agents on or after Completion; or (b) the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against liability arises wholly or partly out of or as a result any Seller (includingact, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim omission carried out by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM Xxxxxxx Wales or any Seller Affiliate of Xxxxxxx Wales; or (as applicablec) from proceeding with it relates to any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with only and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability and is due and payable, provided that such a claim shall not be barred by operation of clause 9.4 of this Agreement if Xxxxxxx gives written notice specifying (in reasonable detail) the facts giving rise to such contingency within the period specified in clause 9.4 and the contingency becomes an actual liability within 6 months of receipt of that written notice; or (d) there is a corresponding net saving or benefit to Xxxxxxx Wales or any of its Affiliates derived therefrom; or (e) to the extent that liability in respect of such Claim arises or is capable increased wholly or partly as a result of being ascertainedany legislation not in force at the date of this agreement which takes effect retrospectively. 8.10 No 9.7 If Xxxxxxx Wales recovers any amount under a policy of insurance or from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by Xxxxxxx Wales in recovering that sum under the policy of insurance or from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim, or if the Claim has already been paid to Xxxxxxx by BDML and/or BHC, then Xxxxxxx shall repay to BDML and /or BHC as soon as possible so much of the amount paid to Xxxxxxx Wales as does not exceed the sum recovered under the insurance policy or from such Third Party nor (less all reasonable costs, charges and expenses incurred by Xxxxxxx Wales in recovering the sum under the insurance policy or from such Third Party) . Xxxxxxx shall not be required to seek recovery against any other member policy of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once insurance in respect of any loss arising from Claim but shall take such reasonable steps as BDML may request to enforce its rights against Third Parties in relation to any Relevant Claim, with the intent provided that there BDML shall be no double recoveryreimburse Xxxxxxx'x reasonable costs and expenses in connection therewith. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 6.1 The limitations set out in this Agreement (including this clause 8) aggregate liability of the Seller for all Claims shall not apply exceed an amount equal to any Relevant the Purchase Price. 6.2 The Seller shall not be liable for a Claim which unless notice in writing of the Claim, summarising the nature of the Claim (in so far as it is known to the consequence of fraudBuyer) and, dishonesty or deliberate concealment as far as is reasonably practicable, the amount claimed, has been given by or on behalf of a Warrantorthe Buyer to the Seller on or before the third anniversary of Completion and the Seller has not remedied the Claim, a to the extent that it is reasonably capable of remedy, within 20 Business Days. 6.3 The Seller or UM (as applicable) shall have no liability in respect of any Warranties or Fundamental Warranties (as applicable). 8.2 No Claim may be made against any Warrantor unless written notice of to the extent that the Claim is served on any Warrantor giving reasonable details of the Claim by no later than the date falling eighteen (18) months from the Completion Date. Failure to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled withdrawn or withdrawn and no new Claim may be made in respect of the facts giving rise to such withdrawn Claim) settled, unless legal proceedings in respect of that any such Claim have been issued before the date falling and served within six (6) months after the date on which such Claim the notice referred to in clause 6.2 is notified in accordance with clause 8.2. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited togiven provided that, in the case of a contingent liability, the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column six (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement month period shall be limited to commence on the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided date that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or and is due and payable. For the liability purposes of this clause, legal proceedings shall not be deemed to have been started unless a statement of claim is capable of being ascertainedboth properly issued and validly served on the Seller. 8.10 No Party nor 6.4 The Seller shall not be liable for any other Claim if and to the extent that the Claim has arisen as a result of: (a) any act, omission or transaction of the Buyer or any member of its group the Buyer's Group or, after Completion, any of the Group Companies; or (b) the passing of, or any change in, after the date of this Agreement, any applicable law including (without prejudice to the generality of the foregoing) any increase in the rates of tax or any imposition of tax or any withdrawal of relief from tax not actually (or prospectively) in effect at the date of this Agreement; (c) any change after the date of this Agreement of any generally accepted interpretation or application of any legislation; or (d) any change after the date of this Agreement of any generally accepted accounting principles, procedure or practice. 6.5 The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Losses under this Agreement or any loss arising from any Relevant Claim, with the intent that there shall be no double recoveryother document referred to in this Agreement. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 6.6 Nothing in this Agreement or any other document shall prejudice any Party’s duty under be deemed to relieve or abrogate the Buyer of its common law duty to mitigate any loss its losses. 6.7 Nothing in this clause 6 applies to exclude or limit the Seller's liability which if and to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the subject of a Relevant ClaimSeller (or the Seller's agents or advisers).

Limitations on Claims. 8.1 The limitations set out in this Agreement Notwithstanding the foregoing: (including this clause 8) shall not apply i) With respect to any Relevant Claim which is claim seeking recovery of any Loss under Section 10.2(a)(i)(A) above (i.e., any breach of any of the consequence Seller Warranties other than the Seller Fundamental Warranties and the Seller Intermediate Warranties), other than with respect to any claims arising from any Intentional Fraud or willful misconduct of fraud, dishonesty or deliberate concealment by or on behalf Seller: (A) Seller will have no liability for any such Loss until the aggregate amount of a Warrantor, a Seller or UM all such Losses (as applicabletogether with any Losses under Section 10.2(a)(i)(C) in respect of any Warranties or Fundamental Warranties Seller Intermediate Warranties) exceeds an amount equal to [*]; and (as applicableA) with respect to any such Losses, Buyer shall only have recourse to the Indemnification Hold-Back Amount, and Seller will not have any Liability for any such Loss to the extent that the Indemnification Hold-Back Amount has been exhausted (including following any reduction thereof pursuant to Section 2.7(c)(ii)). 8.2 No Claim may be made against (ii) With respect to any Warrantor unless written notice claim seeking recovery of that Claim is served on any Warrantor giving reasonable details Loss under Section 10.2(a)(i)(C) above (i.e., any breach of any of the Claim by Seller Intermediate Warranties), other than with respect to any claims arising from any Intentional Fraud or willful misconduct of Seller: (A) Seller will have no later liability for any such Loss until the aggregate amount of all such Losses (together with any Losses under Section 10.2(a)(i)(A) in respect of any Seller Warranties other than the date falling eighteen Seller Fundamental Warranties and the Seller Intermediate Warranties) exceeds [*]; and (18A) months the aggregate amount of Losses for which Seller shall be liable in respect of the Seller Intermediate Warranties shall be limited to [*], it being understood that, with respect to any such Losses, Buyer shall first only have recourse to the Indemnification Hold-Back Amount, and Seller will not have any Liability for any such Loss to the extent that the Indemnification Hold-Back Amount has not first been exhausted (including following any reduction thereof pursuant to Section 2.7(c)(ii)). (iii) No Buyer Indemnified Person shall be entitled to recover any Losses under this Article X to the extent the amount of such Losses has actually been recovered by such Buyer Indemnified Person from the Completion Date. Failure a Person other than another Party to give reasonable details of any Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will (iv) If, in respect of any matter which would otherwise give rise to a claim for indemnification by a Buyer Indemnified Person under this Article X, the Company or Buyer is entitled to claim under any policy of insurance, the amount of insurance monies which the Company or Buyer actually receives shall reduce pro tanto or extinguish, as applicable, that claim. (v) The Buyer Indemnified Persons shall not be entitled to indemnification with respect to any Losses as a result of or based upon or arising from any claim or Liability to the extent such claim or Liability: (A) is taken into account in determining the amount of any adjustment to the Upfront Purchase Price in accordance with Section 2.7; (B) [*]; (C) [*]; or (D) [*]. (vi) If any Indemnifying Party makes any indemnification payment pursuant to this Article X or otherwise by reason of the transactions contemplated hereby under any theory of recovery, such Indemnifying Party shall be subrogated, to the extent of such payment and to the extent permitted by applicable Law, to any rights and remedies of the Indemnified Person to recoup such amounts from third parties with respect to the matters giving rise to indemnification hereunder. Notwithstanding anything in this Agreement to the contrary, however, Seller shall not be subrogated to any rights or remedies, or otherwise make any claim against the Company or any other Buyer Indemnified Person (regardless of the facts or the kind of Loss at issue), and Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company or any other Buyer Indemnified Person with respect to any indemnification obligation or any other liability to which Seller may become subject under or in connection with this Agreement. (vii) Any payment made by the Seller in respect of a claim pursuant to this Article X shall be deemed to be withdrawn a reduction in the Final Purchase Price paid by the Buyer. (if it has not been previously satisfied, settled or withdrawn and no new Claim may viii) The aggregate amount of Losses for which Seller shall be made in respect liable pursuant to this Agreement shall be the amount of the facts giving rise Final Purchase Price actually received by Seller (with shares of Buyer’s Guarantor’s Common Stock deemed, for this purpose, to have a value equal to the Trailing Average Share Price); provided, however, that such withdrawn Claim) unless proceedings limit shall not apply to Seller in respect the instance of that Claim have been issued before the date falling six (6) months after the date on which such Claim is notified in accordance with clause 8.2any Intentional Fraud or willful misconduct of Seller. For these purposes, proceedings in respect of a Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for the avoidance of doubt, with respect to any Warrantor) or UM such Losses, Buyer shall first only have recourse to the Indemnification Hold-Back Amount, and Seller will not have any Liability for any such Loss to the extent that the Indemnification Hold-Back Amount has not first been exhausted (as applicable) unless written notice of that Fundamental Warranty Claim is served on including following any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure reduction thereof pursuant to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this AgreementSection 2.7(c)(ii)). 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made in respect of the facts giving rise to such withdrawn Fundamental Warranty Claima) unless proceedings in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on the date entered on the claim form issued by the court at the request of the relevant claimant[*]. 8.6 The maximum aggregate liability of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM in respect of all and any Fundamental Warranty Claims under this Agreement shall be limited to the amount set out in the bottom row of column (6) of Schedule 1. 8.9 UM shall be entitled to make a Relevant Claim in respect of liability which is contingent or unascertained provided that (i) written notice of the Relevant Claim is given to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertained. 8.10 No Party nor any other member of its group shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any loss arising from any Relevant Claim, with the intent that there shall be no double recovery. 8.11 No Party nor any other member of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law to mitigate any loss or liability which is the subject of a Relevant Claim.

Limitations on Claims. 8.1 7.1 The limitations set out definition and rules of interpretation in this Agreement (including clause apply in this clause 8) shall not apply to any Relevant Claim which is the consequence of fraud, dishonesty or deliberate concealment by or on behalf of a Warrantor, a Seller or UM (as applicable) in respect of any Warranties or Fundamental Warranties (as applicable)agreement. 8.2 No 7.2 The Seller is not liable for a Claim may be made against any Warrantor to the extent that the Claim relates to matters Disclosed. 7.3 The Seller is not liable for a Claim unless written the Buyer has given the Seller notice in writing of that Claim is served on any Warrantor giving reasonable details the Claim, summarising the nature of the Claim by no later than as far as it is known to the date falling eighteen (18) months from Buyer and the amount claimed, within the period of two years beginning with the Completion Date. Failure to give reasonable details of any Date except that the period in which the Buyer may make a Claim shall not prevent UM from proceeding with any Claim otherwise made properly under this Agreement. 8.3 A Claim will be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn and no new Claim may be made in respect of the facts giving rise Tax Warranties or the Tax Covenant shall be seven years beginning with the Completion Date. 7.4 Nothing in clause 7 applies to such withdrawn Claim) unless proceedings a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents, officers or advisers. 7.5 The aggregate liability of the Seller in respect of that Claim have been issued before the date falling six (6) months after the date on which such Claim is all Claims notified in accordance with clause 8.27.3 on or prior to the date which is 6 months after the Completion Date shall not exceed an amount equal to 100% (one hundred per cent.) of the Purchase Price. For these purposes, proceedings The aggregate liability of the Seller in respect of a Claim will be deemed to have been “issued” on all Claims notified after the date entered on which is 6 months after the claim form issued by Completion Date but within the court at period of two years beginning with the request Completion Date (other than Claims under clause 7.14 (“Environment Claims”)) shall not exceed an amount equal to “A” minus “B”, where “A” equals 50% (fifty per cent.) of the relevant claimant. 8.4 No Fundamental Warranty Claim may be made against any Seller (including, for Purchase Price and “B” equals the avoidance of doubt, any Warrantor) or UM (as applicable) unless written notice of that Fundamental Warranty Claim is served on any Seller (including, for the avoidance of doubt, any Warrantor) or UM (as applicable) giving reasonable details of that Fundamental Warranty Claim by no later than the date falling three (3) years from the Completion Date. Failure to give reasonable details of any Fundamental Warranty Claim shall not prevent UM or any Seller (as applicable) from proceeding with any Fundamental Warranty Claim otherwise made properly under this Agreement. 8.5 A Fundamental Warranty Claim will be deemed to be withdrawn aggregate liability (if it has not been previously satisfied, settled or withdrawn and no new Fundamental Warranty Claim may be made any) of the Seller in respect of all Claims notified on or prior to the facts giving rise to such withdrawn Fundamental Warranty Claim) unless proceedings date which is 6 months after the Completion Date (if any). The aggregate liability of the Seller in respect of that Fundamental Warranty Claim have been issued before the date falling twelve (12) months after the date on which such Fundamental Warranty Claim is all Environment Claims notified in accordance with clause 8.4. For these purposes, proceedings in respect of a Fundamental Warranty Claim will be deemed to have been “issued” on 7.3 after the date entered on which is 6 months after the claim form issued by Completion Date but within the court at period of two years beginning with the request Completion Date shall not exceed an amount equal to “C” minus “D”, where “C” equals 100% (one hundred per cent.) of the relevant claimant. 8.6 The maximum Purchase Price and “D” equals the aggregate liability (if any) of the Warrantors in respect of all and any Claims shall be limited to, in the case of the Company and each of the other Warrantors, £1.00. 8.7 The maximum aggregate liability of each Seller in respect of all and any Fundamental Warranty other Claims under this Agreement notified within the period of two years beginning with the Completion Date (if any). Subject to Clause 7.4, in no circumstances shall be limited to the amount set opposite such Seller’s name in column (6) of Schedule 1. 8.8 The maximum aggregate liability of UM the Seller in respect of Claims (whenever notified) exceed an amount equal to 100% (one hundred per cent.) of the Purchase Price. 7.6 No amount shall be payable by the Seller in respect of any Claim unless and until: (a) the liability for that individual Claim exceeds £20,000 (twenty thousand pounds) but provided always that individual Claims arising out of the same subject matter fact or circumstances shall be aggregated for this purpose; and (b) the aggregate cumulative liability of the Seller in respect of all and any Fundamental Warranty such Claims under this Agreement exceeds £50,000 (fifty thousand pounds) in which case the Seller shall be limited liable for both the initial £50,000 (fifty thousand pounds) and the excess. 7.7 No Claim shall be admissible and the Seller shall not be liable under any Claim: (a) to the extent that provision, reserve or allowance has been made in the Management Accounts or the Accounts in respect thereof; or (b) to the extent that such liability arises or is increased as a result of any change or changes in legislation after Completion (primary or delegated) and whether or not with retrospective effect; or (c) to the extent that such liability occurs or arises as a result of or is otherwise attributable wholly or partly to any voluntary act, transaction or omission of the Company or the Buyer or their respective directors, employees or agents on or after Completion (including any act, transaction or omission which does or might reasonably be expected to subject the Company to a greater risk of enforcement action or any investigation under Environmental Law) otherwise than: (i) in the ordinary and proper course of business; or (ii) pursuant to a legally binding commitment created on or before Completion by the Company; or (d) to the extent that any Claim or the subject matter thereof has been or is made good or is otherwise compensated for (otherwise than by the Buyer or any member of the Buyer´s Group); or (e) to the extent that the matter to which it relates is recovered by the Company from its insurers save that the Seller hereby agrees to pay any increases in insurance costs shown to be directly related to such Claim but only to the extent that such increase is shown to amount to a sum greater than that figure set out in clause 7.6 (a) per annum ; or (f) if a Claim results from or is increased or extended by the bottom row change of column the accounting reference date of the Company on Completion or any subsequent change thereafter or by any change in the accounting policies of the Company after Completion unless such change is necessary to comply with generally accepted accounting principles subsisting at Completion; or (6g) to the extent that the Buyer has actual knowledge at the date of Schedule 1this Agreement of a matter which it is aware would enable a Claim to be brought. 8.9 UM shall be entitled to make a Relevant Claim 7.8 In assessing the liability of the Seller in respect of liability which is contingent any Claim there shall be taken into account any benefit (including Taxation benefit) accruing to the Buyer or unascertained provided that (i) written notice the Company solely and directly as a consequence of the Relevant Claim is given matter or circumstances giving rise to any Warrantor or Seller (as applicable) in accordance with and before the expiry of the relevant period specified in clause 8.2 or 8.4 (as applicable) and (ii) no Warrantor or Seller (as applicable) shall have any liability in respect of such Relevant Claim unless and until such contingent liability becomes an actual liability or the liability is capable of being ascertainedClaim. 8.10 No Party nor any other member of its group 7.9 The Buyer shall not be entitled to recover damages any sum more than once in respect of any claim under the Warranties or the Tax Covenant or otherwise obtain payment, reimbursement, restitution or indemnity reimbursement more than once in respect of any loss arising which arises out of the same act, matter or thing to the extent that the Buyer has already made a recovery or obtained reimbursement under the Warranties or the Tax Covenant in respect of that act, matter or thing. 7.10 Where the Buyer and/or the Company is/are at any time entitled to recover from some other person any Relevant sum in respect of any matter giving rise to a Claim the Buyer shall and shall procure that the Company shall take all reasonable steps to enforce such recovery prior to taking any action against the Seller (other than notifying the Seller of the Claim) and in the event that the Buyer or the Company shall recover any amount from such other person the amount of the Claim against the Seller shall be reduced by the amount recovered less all costs and expenses reasonably incurred by the Buyer or the Company in recovering that sum from such other person. 7.11 If the Seller or the Guarantor pays at any time to the Buyer or to the Company an amount pursuant to a Claim or the Company subsequently becomes entitled to recover from some other person any sum in respect of any matter giving rise to such Claim, the Buyer shall and shall procure that the Company shall take all reasonable steps to enforce such recovery and shall, as soon as reasonably practicable, repay to the Seller or the Guarantor (as the case may be) so much of the amount paid by it to the Buyer or the Company as does not exceed the sum recovered from such other person less all costs and expenses reasonably incurred by the Buyer or the Company in recovering that sum from such other person. 7.12 The Parties acknowledge and agree that for the purposes of clause 7.10 and 7.11 hereof in taking “all reasonable steps” neither the Company nor the Buyer shall be required to institute legal proceedings against any of the top five customers identified pursuant to schedule 3 paragraph 11. 7.13 The provisions of this clause 7 shall apply, in relation to claims made by the Seller in respect of the Buyer’s Warranties mutatis mutandis but with the intent that there shall be no double recoverysubstitution of the word Seller with Buyer, Buyer with Seller and Claim with the words claim under the Buyer’s Warranties. 8.11 No Party nor 7.14 The parties agree and acknowledge that the Seller shall remain liable to comply with any other member notice served or requirement made by any competent authority under any Environmental Law or rules of its group shall be entitled to make a Relevant Claim for any punitive or special loss. 8.12 Nothing in this Agreement shall prejudice any Party’s duty under common law applicable from time to mitigate time to the Property in respect of any loss matter, event or circumstance arising as a result of the use and/or operation of the Property prior to the date hereof and that the Seller shall indemnify the Buyer against all actions, proceedings, costs, claims, demands or liabilities whatsoever, howsoever arising as a result of any pollution or contamination, whatsoever or such matters, event or circumstance prior to the date hereof. The Seller’s liability which under this clause 7.14 is subject to all of the subject provisions of a Relevant Claimthis clause 7 relating to Claims.