Limitations on Quantum. Subject to paragraph 7 of this Schedule 5 (Sellers’ Limitations on Liability):
1.1 The liability of the Sellers in respect of any Warranty Claim or Tax Claim (where applicable):
(a) shall not arise unless and until the amount of all Losses subject to Warranty Claims (excluding Sellers’ Fundamental Warranty Claims) for which they would, in the absence of this provision be liable, exceeds US$5,000,000.00 (five million dollars), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess (subject to the other limitations set out in this Schedule); and
(b) shall not:
(i) in the case of a Sellers’ Fundamental Warranty Claim, exceed the aggregate Closing Consideration paid to the Sellers, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Closing Consideration actually received by the Seller;
(ii) in the case of a Fundamental Operational Warranty Claim, exceed the aggregate Closing Consideration paid to the Sellers, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Closing Consideration actually received by the Seller; and
(iii) in the case of a Sellers’ Operational Warranty Claim or Tax Claim, exceed the Escrow Amount, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Escrow Amount.
1.2 Subject to paragraph 8 below, each Seller’s aggregate liability under this Agreement for any reason whatsoever shall be limited to the Pro Rata Portion of the Closing Consideration actually received by such Seller.
1.3 In respect of a claim against the Sellers under this Agreement for breach of any of the Sellers' Operational Warranties, the Purchaser shall, subject to the other limitations in this Schedule 5, be entitled to claim and deduct the entire amount of such claim from the Escrow Amount only.
1.4 In respect of a claim against any of the Sellers under this Agreement for breach of any of the Sellers’ Fundamental Warranties, the Purchaser shall only be entitled to claim damages from the Seller who breached the relevant Sellers’ Fundamental Warranty (unless any other Seller had actual knowledge of such breach).
1.5 In respect of a claim against the Sellers under this Agreement for breach of any of the Fundamental Operational Warranties, the Purchaser shall, subject to...
Limitations on Quantum. 2.1 The Warrantors shall not be liable for any individual Warranty Claim or any individual claim for breach of the Tax Warranties (a “Tax Warranty Claim”) unless the amount of the liability in respect of that individual Warranty Claim or individual Tax Warranty Claim exceeds £10,000 (in which event, the Warrantors shall be liable for the whole amount of such claim and not only the excess over such amount).
2.2 Subject to paragraph 2.1, the Warrantors shall not be liable in respect of any Warranty Claim or any Tax Warranty Claim, unless and until the amount of the liability in respect of that Warranty Claim or Tax Warranty Claim when aggregated with the amount of the liability in respect of all other Warranty Claims and Tax Warranty Claims (excluding any amounts in respect of a Warranty Claim or Tax Warranty Claim for which the Warrantors have no liability because of paragraph 2.1) exceeds £500,000 (in which event, the Warrantors shall be liable for the whole amount of such Warranty Claims and Tax Warranty Claims and not only the excess over such amount).
2.3 Subject always to paragraph 2.8, the aggregate liability of the Family Sellers (for the avoidance of doubt, acting in their personal capacity only, and not in their capacity as Trustee Sellers) in respect of all Warranty Claims, Tax Warranty Claims, Tax Claims and/or all Indemnity Claims shall not in any circumstances exceed an amount equal to 90 per cent of the aggregate amount of the Consideration for the purchase of the Shares actually paid to the Family Sellers or set off against amounts owing to the Family Sellers in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.4 The aggregate liability of each Seller in respect of all claims for breach of clause 2.2 of this agreement (a “Title Claim”) shall not in any circumstances exceed an amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Seller or set off against amounts owing to the relevant Seller in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.5 Subject to paragraph 2.10, the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty shall not in any circumstances exceed an...
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. 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. The liability of the Sellers in respect of:
Limitations on Quantum. 2.1 The liability of the Seller in respect of any Claim:
(a) shall not arise unless and until the amount of such Claim exceeds five hundred thousand Dollars (USD 500,000) (in which case the liability of the Seller shall be for the full amount of the Claim);
(b) shall not arise unless and until the amount of all Claims for which it would, in the absence of this provision, be liable exceeds fifteen million Dollars (USD 15,000,000) less an amount equal to the aggregate of any and all Losses suffered or incurred by the Company and/or the Subsidiary arising out of, relating to or attributable to the MMH Inspection and the Seadrill Claim up to an aggregate amount of two million, five hundred thousand Dollars (USD 2,500,000) (in which case the liability of the Seller shall be for the full amount of the Claim); and
(c) shall not (when aggregated with the amount of all other Claims) exceed thirty-five per cent (35%) of the Initial Consideration, other than the liability of the Seller in respect of any Title Warranty which shall not exceed one hundred per cent (100%) of the Initial Consideration.
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. 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.
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 such Claim exceeds USD 300,000 (three hundred thousand US dollars) (in which case the liability of the Indemnifying Party shall be limited to the excess over USD 300,000 (three hundred thousand US dollars));
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 I2 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 Founders or the Company, exceed the Subscription Amount.
