Common use of Limitations on Quantum Clause in Contracts

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 the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the Sellers, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser in respect of such claim.

Limitations on Quantum. Subject to paragraph 7 of this Schedule 5 (Sellers’ Limitations on Liability): 1.1 The liability of the Sellers Seller in respect of any Warranty Claim or Tax Claim (where applicable): (a) shall not arise unless and until the amount of such Warranty Claim (when aggregated with all Losses subject to other Warranty Claims based on the same or similar facts or in respect of the same Warranty) exceeds one hundred thousand Euro (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 dollarsEUR 100,000), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess excess. 1.2 The Seller’s total aggregate liability to compensate the Purchaser in respect of any breach of: (subject 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 other limitations set out in this Schedule)Consideration; 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 Warranties other than 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 Warranties shall be limited to zero (EUR 0) (for the Pro Rata Portion avoidance 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 Warrantiesdoubt, the Purchaser shall only 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 claim damages from any actions against the Seller who breached the relevant Sellers’ Fundamental Warranty (unless or 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 member of the Fundamental Operational WarrantiesSeller’s Group, the Purchaser shall, subject to the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the Sellers, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser case in respect of such claimany Warranty Claim, irrespective of whether a Loss would be covered by the W&I Insurance Policy or not.

Limitations on Quantum. Subject to paragraph 7 of this Schedule 5 (Sellers’ Limitations on Liability): 1.1 2.1 The liability of the Sellers each Party hereunder in respect of Warranty Claims (other than in respect of Fundamental Warranties and Tax Warranties) shall be limited as follows: (a) each Party shall not be liable in respect of any such individual Warranty Claim (or Tax a series of such Warranty Claims arising from related causes, facts or circumstances) where the liability agreed or determined in respect of any such Warranty Claim (where applicable):or series of such Warranty Claims) does not exceed KRW 100 million; (ab) each Party shall not arise be liable in respect of any such Warranty Claim unless and until the aggregate amount of all Losses subject to such Warranty Claims (excluding Sellers’ Fundamental Warranty Claims) for which they wouldthe Seller or the Purchaser, in the absence as applicable, would otherwise be liable by virtue of this provision be liable, paragraph 2.1(a) 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)KRW 10 billion; and (bc) where the amount agreed or determined in respect of all such Warranty Claims referred to in paragraph 2.1(b) exceeds KRW 10 billion, the liability of the Seller or the Purchaser, as applicable, shall be limited to the amount of the excess. 2.2 The aggregate liability of each Party in respect of all Warranty Claims (other than in respect of Fundamental Warranties and Tax Warranties) shall not:not exceed 10% of the Consideration. 2.3 The aggregate liability of each Party in respect of all Claims shall not exceed 100% of the Consideration. 2.4 Notwithstanding anything to the contrary, the limitations set forth in paragraphs 1.1, 2.1, 2.2 and 2.3 of Schedule 4 shall not apply to any Claim based on actual fraud in the Seller Warranties by the Seller or Purchaser Warranties by the Purchaser, as the case may be, perpetuated by such party with the knowledge that such Seller Warranties or Purchaser Warranties were inaccurate and with the intent to cause the other party to rely thereon to its detriment. 2.5 Notwithstanding anything to the contrary, the Seller shall have no liability in respect of any Claim relating to Taxes (i) for a taxable period (or portion thereof) beginning after the Accounts Date, except for any Warranty Claims based on the Tax Warranties, including any interest or penalty imposed on the Company that relate to any Tax Returns that Seller is required to file or cause the Company to timely prepare and file pursuant to Clause 13.6, provided that, for the avoidance of doubt, the Seller shall not be liable to the Purchaser for Taxes from the Company’s ordinary business income or Permitted Leakage, or (ii) for a taxable period (or portion thereof) beginning after the Completion Date. For these purposes, a Tax for a period that includes, but does not end on, the Accounts Date (or, if applicable, the Completion Date) shall be apportioned to the period ending on the Accounts Date (or, if applicable, the Completion Date) on a per diem basis in the case of real and personal property taxes and on an interim closing of the books basis as of the close of the Accounts Date (or, if applicable, the Completion Date) 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 Amountother Taxes. 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 the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the Sellers, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser in respect of such claim.

Limitations on Quantum. Subject to paragraph 7 of this Schedule 5 (Sellers’ Limitations on Liability): 1.1 The liability of the Sellers Seller and the Guarantor in respect of: (a) any Claim in relation to the Seller’s Fundamental Warranties, the Seller’s Tax Warranties, the breach of any of the Seller Specific Indemnities (except for the Seller Specific Indemnities provided for under paragraph 4 of Schedule 5 (Seller Specific Indemnities) or a breach of the Seller’s obligations under this Agreement shall not (when aggregated with the amount of all other Claims and including all legal and other professional fees and expenses payable by the Seller in respect of all such Claims) exceed an amount equal to the Consideration (as adjusted for any Warranty Leakage) to the extent paid by the Buyer to the Seller at the time the Claim or Tax is substantiated; it being understood that the liability of the Seller in respect of a Claim shall not be excluded to the extent a portion of the Consideration (as adjusted for any Leakage) has not been paid by the Buyer, but the obligation of the Seller to pay the amount of a Claim (where applicable):if substantiated) to the Buyer shall become due only to the extent such amount of Consideration is paid by the Buyer. (ab) any Claim in relation to the breach of the Seller Specific Indemnities provided for under (i) paragraph 4 of Schedule 5 (Seller Specific Indemnities) shall not exceed €2,000,000 (two million Euros), (ii) paragraph 6 of Schedule 5 (Seller Specific Indemnities) shall not exceed €275,000 (two hundred seventy-five thousand Euros); (iii) paragraph 7(ii) of Schedule 5 (Seller Specific Indemnities) shall not exceed an amount equal to the MSLOT Receivable; and (iv) paragraph 7(iii) of Schedule 5 (Seller Specific Indemnities) shall not exceed an amount equal to the Other Hydra Receivables; and (c) all other Claims: (i) shall not arise unless and until the amount of such Claim when substantiated exceeds €350,000 (three hundred fifty thousand Euros); (ii) shall not arise unless and until the amount of all Losses subject to Warranty Claims (excluding Sellers’ Fundamental Warranty Claims) for which they it would, in the absence of this provision and paragraph 2(c)(i) of this Schedule 6, be liable, liable exceeds US$5,000,000.00 €3,000,000 (five three million dollarsEuros), in which case the Purchaser liability of the Seller or the Guarantor (as appropriate) shall be entitled limited to claim the whole excess of such aggregate amount and not merely the excess over €3,000,000 (subject to the other limitations set out in this Schedulethree million Euros); 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 shall not (when aggregated with the case amount of a Sellers’ Operational Warranty Claim all other Claims and including all legal and other professional fees and expenses payable by the Seller or Tax Claim, exceed the Escrow Amount, on the basis that the maximum aggregate liability of any Seller Guarantor (as appropriate) in respect of all such claims shall not exceed its Pro Rata Portion Claims other than the Claims paid in accordance with paragraphs 2(a) and 2(b) 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 6) exceed €237,500,000 (unless any other Seller had actual knowledge of such breachtwo hundred thirty-seven million five hundred thousand Euros). 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 the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the Sellers, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser in respect of such claim.

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 7 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 (Sellers’ Limitations on Liability):Schedule). 1.1 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 Sellers 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 or Tax Claim (where applicable): (a) shall not arise unless and until the amount of all Losses subject to Warranty Claims (excluding Sellers’ other than 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 irrespective of whether a Loss would be covered by the Purchaser W&I Insurance Policy or not. 5.6 Claims based on fraud 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 the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from satisfied (a) first, directly from the Escrow Amount; Seller and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the SellersW&I Insurance Policy (or vice versa, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or as determined in favour of by the Purchaser in respect of such claimits sole discretion).

Limitations on Quantum. Subject 1.1 The maximum aggregate liability of each Seller for: (a) any Relevant Claim for breach of a Sellers’ Warranty shall be limited to an amount equal to such Seller’s Relevant Proportion of the Relevant Claim Escrow Amount; (b) any Relevant Claim for breach of the Sellers’ obligations under Clause 7, Clause 9.8(d), Clause 9.9 or Clause 9.10 shall be limited to an amount equal to such Seller’s Pro Rata Percentage of the Consideration; (c) any Relevant Claim for Leakage shall be limited as set forth in Clause 4.4; (d) any Relevant Claim under Clause 9.8(a) or 9.8(b) shall be limited to an amount equal to such Seller’s Relevant Proportion of the Relevant Claim Escrow Amount plus such Seller’s Relevant Proportion of US$5 million; and (e) any Relevant Claim under Clause 9.8(c) shall be limited to an amount equal to such Seller’s Relevant Proportion of the total aggregate payments that the participants in the MIPs are entitled to receive under the MIPs (including pursuant to the MIP Cash Plan) in connection with the transactions contemplated by this Agreement and the Transaction Documents and the settlement and termination of the MIPs. provided that, for the avoidance of doubt, in no circumstances shall the maximum aggregate liability of a Seller in respect of all Relevant Claims exceed such Seller’s Pro Rata Percentage of the Consideration. 1.2 Each Seller shall only be liable for its Relevant Proportion of a Relevant Claim (subject always to the maximum limit on liability of that Seller set out in paragraph 7 1.1 of this Schedule 5 (and, for the avoidance of doubt, claims for Leakage which shall be governed by Clause 4) and no Seller shall be liable for the Relevant Proportion of any other Seller pursuant to any Relevant Claim. 1.3 With respect to any Relevant Claim for breach of a Sellers’ Limitations on Liability): 1.1 The liability of Warranty, the Purchaser’s sole recourse against the Sellers in respect of such Relevant Claim shall be against the funds held in the Relevant Claim Escrow Account from time to time, in each case pursuant to this Agreement and the Escrow Agreement (subject always to the maximum limit on liability of each Seller set out in paragraph 1.1 of this Schedule 5). 1.4 With respect to any Warranty Claim or Tax Relevant Claim (where applicable): (a) including any claim for Leakage under Clause 4), the Purchaser’s initial recourse against the Sellers in respect of such claim shall not arise unless first be against the funds held in the Relevant Claim Escrow Account from time to time, in each case pursuant to this Agreement and the Escrow Agreement, until such time that the amount held to the credit of all Losses subject to Warranty Claims (excluding Sellers’ Fundamental Warranty Claims) for the Relevant Claim Escrow Account is zero at which they would, in the absence of this provision be liable, exceeds US$5,000,000.00 (five million dollars), in which case point the Purchaser shall be entitled to claim have recourse for all Relevant Claims other than for a breach of a Sellers’ Warranty directly against the whole of such amount and not merely the excess Sellers (subject to the other limitations set out in provisions of this Schedule); Schedule 5 and (b) shall not: (i) in , for the case avoidance of a Sellers’ Fundamental Warranty Claimdoubt, exceed the aggregate Closing Consideration paid subject always to the Sellers, maximum limit on the basis that the maximum aggregate liability of any each Seller in respect of all such claims set out in paragraph 1.1 of this Schedule 5 and, for the avoidance of doubt, claims for Leakage which shall not exceed its Pro Rata Portion of the Closing Consideration actually received be governed 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 AmountClause 4). 1.2 Subject 1.5 With respect 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 Relevant Claim 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 Warrantiesobligations under Clause 7, 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 the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that if the amount standing held to the credit of the Relevant Claim Escrow Account is insufficient to satisfy such claim in fullzero, from the Sellers, subject always to paragraph 1.1(b) above and provided that each no Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser in respect of such claimRelevant Claim unless and until the aggregate amount that would be recoverable from the Sellers in respect of such Relevant Claim under Clause 7, when aggregated with any other amount or amounts recoverable in respect of other such Relevant Claims under Clause 7, exceeds US$3 million.