Common use of Limitations on Quantum Clause in Contracts

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 amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Trustee Seller or set off against amounts owing to the relevant Trustee 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. 2.6 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx or set off against amounts owing to Xxxxx Xxxxxxx 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. 2.7 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxx 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 Xxxxx Xxxxxx or set off against amounts owing to Xxxxx Xxxxxx 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. 2.8 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion, 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 or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce and shall not in any circumstances exceed an amount equal to the aggregate amount of the Earn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement. 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of Xxxxx Xxxxxxx and Xxxxx Xxxxxx in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) in accordance with the terms of this agreement. 2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement. 2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate of: (a) the Cash Payment (as adjusted by the Completion Accounts); (b) the principal amount under the Loan Stock Instrument; and (c) the Earn-Out Consideration.

Limitations on Quantum. 2.1 The aggregate liability of Oakley under this agreement and any agreement or document entered into pursuant to this agreement shall not in any circumstances exceed £1,288,909 one million two hundred and eighty-eight thousand nine hundred and nine pounds sterling). 2.2 The aggregate liability of MW in his capacity as an Executive under this agreement and any agreement or document entered into pursuant to this agreement (other than his Service Agreement) shall not in any circumstances exceed £161,114 (one hundred and sixty-one thousand one hundred and fourteen pounds sterling). 2.3 The aggregate liability of AG in his capacity as an Executive under this agreement and any agreement or document entered into pursuant to this agreement (other than his Service Agreement) shall not in any circumstances exceed £96,668 (ninety-six thousand six hundred and sixty-eight pounds sterling). 2.4 The Warrantors shall not be liable for any individual Warranty Claim under the Warranties or any individual claim for breach of the Tax Warranties in respect of any claim: (a “Tax Warranty Claim”a) unless the amount of the liability in respect of that individual Warranty Claim or individual Tax Warranty Claim the Warrantors for such claim exceeds £10,000 15,000 (in which event, subject to paragraph 2.4(b) below, the Warrantors shall be liable for the whole amount of such claim and not only the excess over such amount).; and 2.2 Subject to paragraph 2.1, (b) unless the Warrantors shall not be liable in respect of any Warranty Claim or any Tax Warranty Claim, unless and until the aggregate 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 Warrantors for 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) such claims exceeds £500,000 150,000 (in which event, the Warrantors shall be liable for the whole amount of such Warranty Claims and Tax Warranty Claims claims and not only the excess over such amount). 2.3 Subject always 2.5 The respective aggregate several liability of the Trustees in respect of all claims under or for breach of this agreement and any agreement or document entered into pursuant to this agreement shall be limited to the value of the trust fund of the Trust for the time being in their hands and available to them to satisfy such liability but for the avoidance of doubt this paragraph 2.8, shall not limit the aggregate liability of the Family Sellers (for the avoidance of doubt, acting in their personal capacity only, and not Executives in their capacity as Trustee Sellers) holders of their Personal Shares as set out 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 paragraphs 2.2 and 2.3 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 agreementSchedule. 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 amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Trustee Seller or set off against amounts owing to the relevant Trustee 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. 2.6 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx or set off against amounts owing to Xxxxx Xxxxxxx 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. 2.7 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxx 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 Xxxxx Xxxxxx or set off against amounts owing to Xxxxx Xxxxxx 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. 2.8 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion, 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 or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce and shall not in any circumstances exceed an amount equal to the aggregate amount of the Earn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement. 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of Xxxxx Xxxxxxx and Xxxxx Xxxxxx in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) in accordance with the terms of this agreement. 2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement. 2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate of: (a) the Cash Payment (as adjusted by the Completion Accounts); (b) the principal amount under the Loan Stock Instrument; and (c) the Earn-Out Consideration.

Limitations on Quantum. 2.1 The Warrantors shall not be liable for have no liability whatsoever in respect of:- 2.1.1 any individual Warranty Claim or any individual claim for breach unless the liability of the Tax Warranties (a “Tax Warranty Claim”) unless the amount of the liability Warrantors in respect of that individual Warranty Claim (or series of related Claims with respect to related facts or circumstances) exceeds L30,000 (excluding interest and costs); 2.1.2 a claim under the Tax Deed unless the liability of the Warrantors in respect of that individual claim under the Tax Warranty Deed (or series of related claims under the Tax Deed with respect to related facts or circumstances) exceeds L10,000 (excluding interest and costs); and 2.1.3 any Claim unless the aggregate amount of the liability of the Warrantors for all such Claims exceeds £10,000 L675,000 (in which event, event the Warrantors shall be liable for the whole amount of such claim and not only just the excess over such amountexcess). 2.2 The total aggregate liability of each of the Warrantors in respect of all Claims and claims under the Tax Deed shall not in any event exceed the amount set opposite their respective names in Column 5 of Part 2 of Schedule 1 plus the proportion (as set out in Column 6 of Part 2 of Schedule 1) attributable to such Warrantor of the balance standing to the credit of the Retention Account from time to time (inclusive of all legal and other professional fees and expenses paid by the Warrantors). For the avoidance of doubt, the total aggregate liability of each of the Warrantors shall be reduced by the proportion (as set out in Column 6 of Part 2 of Schedule 1) attributable to such Warrantor of any amount paid from the Retention Account to the Buyer. 2.3 Subject to paragraph 2.12.2, the Warrantors shall not be liable above in respect of any Warranty individual Claim or any claim under the Tax Warranty ClaimDeed, unless and until the amount each of the liability in respect of that Warranty Claim or Tax Warranty Claim when aggregated with Warrantors shall only be responsible for the amount percentage of the liability value of such claim as is set out opposite his name in respect Column 6 of all other Warranty Claims and Tax Warranty Claims (excluding any Part 2 of Schedule 1. 2.4 For the avoidance of doubt amounts in respect of a Warranty Claim or Tax Warranty Claim for which the Warrantors have no liability because of pursuant to paragraph 2.1) exceeds £500,000 (2.1.1 or paragraph 2.1.2 shall not count towards the financial threshold 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)paragraph 2. 2.3 Subject always 2.5 The limitations set out in this Schedule 5 shall not apply to paragraph 2.8, the aggregate liability a Claim which is a result of a breach of the Family Sellers (for the avoidance warranties set out in paragraphs 1.1, 1.2 and 2.1 of doubt, acting in their personal capacity only, and not in their capacity as Trustee Sellers) Schedule 4. 2.6 The Warrantors liability in respect of all Warranty Claims, a Claim under the Tax Warranty Claims, Warranties and/or the Tax Claims and/or all Indemnity Claims Deed 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 be further limited 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 agreementTax Deed. 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 amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Trustee Seller or set off against amounts owing to the relevant Trustee 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. 2.6 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx or set off against amounts owing to Xxxxx Xxxxxxx 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. 2.7 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxx 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 Xxxxx Xxxxxx or set off against amounts owing to Xxxxx Xxxxxx 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. 2.8 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion, 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 or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce and shall not in any circumstances exceed an amount equal to the aggregate amount of the Earn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement. 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of Xxxxx Xxxxxxx and Xxxxx Xxxxxx in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) in accordance with the terms of this agreement. 2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement. 2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate of: (a) the Cash Payment (as adjusted by the Completion Accounts); (b) the principal amount under the Loan Stock Instrument; and (c) the Earn-Out Consideration.

Limitations on Quantum. 2.1 The Warrantors Subject to clause 9.6, the liability of the Sellers in respect of the Warranties or the Indemnities in clause 10.1(a) or 10.1(b): (a) shall not be liable for arise in relation to any individual Warranty Claim particular claim under the Warranties or any individual claim for breach of the Tax Warranties (a “Tax Warranty Claim”Indemnities in clause 10.1(a) or 10.1(b) unless the amount of the liability in respect of that individual Warranty Claim or individual Tax Warranty Claim for such claim exceeds £10,000 US$100,000 (in which event, the Warrantors applicable Seller shall be liable for the whole amount of such claim and not only the excess over such amount).; and 2.2 Subject to paragraph 2.1, the Warrantors (b) shall not be liable in respect of any Warranty Claim or any Tax Warranty Claim, arise unless and until the aggregate amount of the liability for all claims under the Warranties or the Indemnities in respect of that Warranty Claim clause 10.1(a) or Tax Warranty Claim when aggregated with the amount of the liability in respect of all other Warranty Claims and Tax Warranty Claims 10.1(b) (excluding any amounts in respect of a Warranty Claim or Tax Warranty Claim not being claims for which the Warrantors have no liability because of is excluded under paragraph 2.12.1(a)) exceeds £500,000 US$1,000,000 (in which event, the Warrantors Sellers shall be liable for the whole amount of such Warranty Claims and Tax Warranty Claims 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 2.2 Notwithstanding 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 other provision 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 amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Trustee Seller or set off against amounts owing to the relevant Trustee 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. 2.6 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx or set off against amounts owing to Xxxxx Xxxxxxx 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. 2.7 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxx 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 Xxxxx Xxxxxx or set off against amounts owing to Xxxxx Xxxxxx 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. 2.8 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion, 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 or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce and shall not in any circumstances exceed an amount equal to the aggregate amount of the Earn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement. 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of Xxxxx Xxxxxxx and Xxxxx Xxxxxx in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) in accordance with the terms of this agreement. 2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement. 2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate ofAgreement: (a) the Cash Payment liability of Seller 1 and Seller 2 respectively in relation to the Title and Capacity Warranties and the Indemnities in clause 10.1(a) or 10.1(b) shall be limited to one hundred per cent (as adjusted by 100%) of the Completion Accounts);amount of the Seller 1 Consideration and Seller 2 Consideration actually paid to such Seller; and (b) the principal amount liability of Seller 1 and Seller 2 respectively under this Agreement and the Tax Covenant (other than in respect of a claim under the Loan Stock Instrument; andTitle and Capacity Warranties and the Indemnities in clause 10.1(a) or 10.1(b)) shall be limited to fifteen per cent (15%) of the Seller 1 Consideration and Seller 2 Consideration respectively as actually paid to such Seller. (c2.3 Notwithstanding any other provision of this Agreement the liability of the Sellers in respect of the Indemnity in clause 10.1(c) shall not arise unless the Earn-Out Considerationaggregate amount of liability for such claim exceeds US$50,000 in which case the Sellers shall only be liable for this excess.

Limitations on Quantum. 2.1 The Warrantors 1. Subject to paragraph (b) below, the liability of the Sellers in respect of any Claim (other than in respect of Fundamental Warranties) or Indemnity Claim: (i) shall not be liable for any individual Warranty Claim or any individual claim for breach of the Tax Warranties (a “Tax Warranty Claim”) arise unless the amount of such Claim (other than a Tax Deed Claim) (and any connected Claims (other than connected Claims which are Tax Deed Claims)) when Substantiated exceeds USD 75,000 in which case the liability in respect of that individual Warranty Claim or individual Tax Warranty Claim exceeds £10,000 (in which event, the Warrantors Sellers shall be liable for the whole entire such amount of such claim and not only merely the excess over such amount).USD 75,000; and 2.2 Subject to paragraph 2.1, the Warrantors (ii) shall not be liable in respect of any Warranty Claim or any Tax Warranty Claim, arise unless and until the amount of all Claims and Indemnity Claims for which they would be liable when Substantiated exceeds USD 1,200,000 in which case the liability in respect of that Warranty Claim or Tax Warranty Claim when aggregated with the amount of the Sellers shall be the entire such aggregate amount and not merely the excess over USD 1,200,000. 1. The maximum aggregate liability of the Sellers in respect of all other Warranty Claims and Tax any: (iii) Warranty Claims (excluding any amounts other than in respect of a Warranty Claim or Tax Warranty Claim for which the Warrantors have no liability because of paragraph 2.1Fundamental Warranties) 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 30% 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.Consideration; 2.4 The aggregate liability of each Seller (iv) Warranty Claims (other than in respect of all claims for breach of clause 2.2 of this agreement (a “Title Claim”) Fundamental Warranties), Indemnity Claims and Tax Deed Claims shall not exceed 60% of the Consideration; and (v) Warranty Claims (including in any circumstances respect of Fundamental Warranties), Indemnity Claims and Tax Deed Claims shall not 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 agreementConsideration. 2.5 Subject to paragraph 2.10, the aggregate 1. The relevant financial limits on liability of each of the Trustee Sellers set out in respect of all claims for breach of a Fundamental Warranty 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 Trustee Seller or set off against amounts owing to the relevant Trustee 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. 2.6 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxxx 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 Xxxxx Xxxxxxx or set off against amounts owing to Xxxxx Xxxxxxx 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. 2.7 Subject always to paragraph 2.9, the aggregate liability of each of Xxxxx Xxxxxx 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 Xxxxx Xxxxxx or set off against amounts owing to Xxxxx Xxxxxx 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. 2.8 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion, 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 or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce and shall not in any circumstances exceed an amount equal to the aggregate amount of the Earn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement. 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of Xxxxx Xxxxxxx and Xxxxx Xxxxxx in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either Xxxxx Xxxxxxx or Xxxxx Xxxxxx (as the case may be) in accordance with the terms of this agreement. 2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement. 2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate of: paragraphs (a) the Cash Payment (as adjusted by the Completion Accounts); and (b) shall also be deemed to refer to and include (and limit liability in respect of) any similar warranty claims or indemnity claims arising under any other agreement in writing between any Seller and the principal amount under Purchaser executed on the Loan Stock Instrument; and (c) the Earn-Out Considerationdate hereof.