Limitations on Quantum Sample Clauses

Limitations on Quantum. The liability of each of the ABRY Sellers in respect of any breaches of this Agreement, including of the Warranties set out in Part A of Schedule 4 (Warranties from the Sellers) shall not exceed the amount of the ABRY Consideration received by the relevant ABRY Seller.

Limitations on Quantum. 5.1 Except in the case of fraud, the Seller’s total aggregate liability to compensate the Purchaser in respect of all Claims shall under all circumstances be limited to the amount of the Purchase Price received by the Seller. 5.2 Except in the case of fraud, the Seller’s total aggregate liability to compensate the Purchaser in respect of all Warranty Claims (other than Fundamental Warranty Claims) and all Tax Indemnity Claims shall under all circumstances be limited to any Losses not covered and paid under the W&I Insurance Policy and in any event the total aggregate amount payable by the Seller in respect of any and all Warranty Claims (other than Fundamental Warranty Claims) and all Tax Indemnity Claims shall be limited to EUR 1.00. 5.3 Except in the case of fraud, the Seller’s total aggregate liability to compensate the Purchaser in respect of all Fundamental Warranty Claims shall under all circumstances be limited to any Losses not covered and paid under the W&I Insurance Policy, subject always to the total aggregate liability of the Seller specified in paragraph 5.1. For the avoidance of doubt, the Seller shall be liable to compensate the Purchaser in respect of all Losses falling within the retention amount under the W&I Insurance Policy. 5.4 Subject to paragraph 5.2, neither the Seller nor any member of Seller’s Group shall have any liability for breach of, and the Purchaser shall not have any right or remedy against the Seller or any member of the Seller’s Group for breach of or in connection with, any of the Warranties (other than the Fundamental Warranties to the extent provided in this Schedule). 5.5 The parties acknowledge that the Purchaser enters into the W&I Insurance Policy in order to obtain protection in the event of any breaches of the Warranties. To the extent that there is any breach of the Warranties, the parties agree that subject to the liability for Fundamental Warranties and fraud specified in paragraphs 5.1 and 5.3 above, the aggregate liability of the Seller and the Seller’s Group shall be limited to the total amount payable specified in paragraph 5.2, in each case in respect of any Warranty Claim (other than Fundamental Warranty Claims), irrespective of whether a Loss would be covered by the W&I Insurance Policy or not. 5.6 Claims based on fraud shall be satisfied (a) first, directly from the Seller and (b) second, from the W&I Insurance Policy (or vice versa, as determined by the Purchaser in its sole discretion).

Limitations on Quantum. 1.1 The liability of the Seller in respect of any Warranty Claim shall not arise unless and until the amount of such Warranty Claim (when aggregated with all other Warranty Claims based on the same or similar facts or in respect of the same Warranty) exceeds one hundred thousand Euro (EUR 100,000), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess. 1.2 The Seller’s total aggregate liability to compensate the Purchaser in respect of any breach of: (a) any of the Fundamental Warranties or any other obligation or covenant made or given by Seller in this Agreement, shall, under all circumstances be limited to any Loss not covered under the W&I Insurance Policy and in any event the total amount payable by the Seller shall be limited to the Consideration; and (b) any of the Warranties other than the Fundamental Warranties shall be limited to zero (EUR 0) (for the avoidance of doubt, the Purchaser shall have recourse under the W&I Insurance Policy up to the maximum amount included therein). 1.3 The Parties acknowledge that the Purchaser enters into the W&I Insurance Policy in order to obtain protection in the event of any breaches of the Warranties. To the extent that there is any breach of the Warranties, the Parties agree that subject to the liability for Fundamental Warranties specified in paragraph 1.2 above, the Seller or any member of the Seller’s Group shall under no circumstances have any liability towards the Purchaser, or the Purchaser be entitled to any actions against the Seller or any member of the Seller’s Group, in each case in respect of any Warranty Claim, irrespective of whether a Loss would be covered by the W&I Insurance Policy or not.

Limitations on Quantum. The liability of the Sellers in respect of:

Limitations on Quantum. 3.1 The Seller shall not be liable under the Warranties and the Tax Warranties in respect of any claim: (a) unless the amount of the liability of the Seller for such claim exceeds £20,000; and (b) unless the aggregate amount of the liability of the Seller for all such claims exceeds £800,000. 3.2 Notwithstanding any other provision of this agreement, the aggregate liability of the Seller shall not in any circumstances exceed £60,000,000 save that in respect of any claim under any of the Warranties 1.1 (Authority and Capacity), 1.2 (Title to the Shares) or 1.3 (Changes in share capital) the aggregate liability of the Seller in respect of any such claims and claims made in respect of the other Warranties shall not in any circumstances exceed the Consideration.

Limitations on Quantum. 1.1 The Warrantors shall have no liability whatsoever in respect of any Claim unless: 1.1.1 the liability of the Warrantors in respect of an individual Claim (or series of related Claims with respect to related facts or circumstances) exceeds [***] (excluding interest and costs) (a “Qualifying Claim”); and 1.1.2 the aggregate amount of the liability of the Warrantors for all such Qualifying Claims exceeds [***] (in which event the Warrantors shall be liable for the whole amount of such Qualifying Claims and not only for the excess over [***]). 1.2 The total aggregate liability of the Warrantors in respect of all Claims (other than Principal Warranty Claims) shall not exceed $2,000,000. For the avoidance of doubt, the sole remedy of the Buyer for all Claims (other than Principal Warranty Claims) shall be to payment from the Escrow Account in accordance with Schedule 8 and, after the release of the Escrow Amount shall be limited to the Escrow Amount paid out pursuant to paragraph 10 of Schedule 8 and the Buyer’s sole remedy for such claims shall be set off against the Milestone Loan Stock. 1.3 The total aggregate liability of the Warrantors in respect of each and all Principal Warranty Claims shall not exceed the combined total of (i) the Escrow Amount; and (ii) an amount equal to 50% of the aggregate nominal value of each of: (a) the Series A Loan Stock; (b) the Series B Loan Stock; (c) the Series C Loan Stock; and

Limitations on Quantum. 1.1 The liability of the Sellers: (a) in respect of any Warranty Claim shall not arise unless and until the amount of all Warranty Claims for which they would, in the absence of this provision be liable, exceeds US$2,500,000.00 (two million and five hundred thousand dollars), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess; and (b) shall not:

Limitations on Quantum. 4.1 The maximum aggregate liability of the Seller in respect of all claims under the Warranties and the Tax Deed shall not exceed the amount of £1,000,000. 4.2 No liability shall attach to the Seller in respect of any claim unless the liability of the Seller in respect of such claim exceeds £25,000 in which case the Seller shall (subject to paragraph 3.4) be liable for the whole of such amount and not merely the excess. 4.3 No liability shall attach to the Seller unless the aggregate amount of all claims for which it would, in the absence of this provision, be liable shall exceed £250,000 and in such event the Seller shall be liable for the whole of such amount and not merely the excess. 4.4 Paragraphs 3.1 to 3.3 shall not apply to any claim against the Seller to the extent that it is established that the liability of the Seller in respect of that claim arises from fraud on the part of the Seller.

Limitations on Quantum. The liability of the Indemnifying Party in respect of any Claim: 1.1 shall not arise unless and until the amount of a single Claim, or series of closely related claims (i.e., claims pertaining to the same or comparable closely related subject matter or claims which have the same cause of action) exceed(s) USD 300,000 (in which case the liability of the Indemnifying Party shall be limited to the excess over USD 300,000; 1.2 shall not arise unless and until the amount of all Claims for which it would, in the absence of this provision, be liable exceeds 1% (One percent) of the total amount received by the Company pursuant to issuance of Series K CCPS as per this Agreement, in which case the liability of the Indemnifying Party shall be the full amount of all such Claims; and 1.3 shall not (when aggregated with the amount of all other Claims and including all legal and other professional fees and expenses payable by the Indemnifying Party in respect of all such Claims), save for Claims in connection with or arising out of any fraud, gross negligence or wilful misconduct by the Company, exceed the Subscription Amount.