LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 The Seller’s total liability in respect of all Warranty Claims and Damages (including, for the avoidance of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) is limited to the amount of the Interest Purchase Price, but the amount of a Warranty Claim in respect of a fine, penalty, surcharge or interest related to Tax is not to be counted for this purpose.
4.2 The Seller is not liable for a Warranty Claim (including, for the avoidance of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) in respect of:
4.2.1 a Warranty contained in paragraph 6 of Schedule 2 unless the Purchaser has notified the Seller of the Warranty Claim stating in reasonable detail the nature of the Warranty Claim and, if practicable, the amount claimed not later than three months after the expiry of the period specified by statute during which an assessment of that liability to Tax may be issued by the relevant Tax authority or, if there is no such period, on or before the date which is seven years and one month from the date such liability arose; and
4.2.2 any other Warranty unless the Purchaser has notified the Seller of the Warranty Claim stating in reasonable detail the nature of the Warranty Claim and, if practicable, the amount claimed on or before 12 months following the Completion Date.
4.3 With respect to any Warranty Claim (including, for the avoidance of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) the Seller shall not be responsible for any consequential, lost profits, punitive or exemplary damages whatsoever.
4.4 Nothing in Clause 4 shall have the effect of limiting or restricting any liability of the Seller in respect of a Warranty Claim (including, for the avoidance of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) arising as a result of any fraud, wilful misconduct or wilful concealment.
LIMITATIONS ON THE SELLERS’ LIABILITY. 10.1 The liability of the Seller pursuant to this Agreement is subject to the provisions of schedule 4 (Limitations on the Seller’s liability).
10.2 The provisions of schedule 4 (Limitations on the Seller’s liability) will not apply to any claim insofar as it results from the fraud of the Seller.
LIMITATIONS ON THE SELLERS’ LIABILITY. (a) Notwithstanding anything in this Agreement, the provisions in this Article VII shall operate to limit all liabilities of the Seller whatsoever under any and all claims (including Third Party Claims) for indemnification by the Purchasers under this Agreement (the “Indemnity Claims”).
(b) No Indemnity Claims shall arise in respect of any Loss as contemplated above to the extent that liability for such breach occurs or is increased wholly or partly as a result of the passing of, or any change in, any Law, regulation or administrative practice not in effect at the First Payment Date whether with or without retrospective effect.
(c) The Seller Warranties and the liability of the Seller under this Agreement shall be subject to and qualified by:
(i) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchasers or in accordance with the terms of this Agreement;
(ii) any provisions on the limitation of the Seller’s liability as may at any time be agreed in writing by the Purchasers; and
(iii) written disclosures made by the Seller on or before the Signing Date and accepted by the Purchasers.
(d) The rights and remedies of the Purchasers under this Article VII are exclusive and in lieu of any and all other rights and remedies that the Purchasers may have under this Agreement or otherwise for monetary relief with respect to any breach of or failure by the Seller to perform any representation, warranty, or covenant set forth in this Agreement.
LIMITATIONS ON THE SELLERS’ LIABILITY. 14.1 The Sellers’ liability under this Agreement shall be limited in accordance with the provisions of Schedule 6.
14.2 The parties agree for the purpose of any claim under this Agreement that Losses incurred by any member of the Buyer’s Group shall be determined on the basis that the Buyer’s direct parent company owns the entire issued share capital of the Buyer.
LIMITATIONS ON THE SELLERS’ LIABILITY. 7.1 The Sellers are not liable in respect of a Relevant Claim unless and until the amount that would otherwise be recoverable from all the Sellers (but for this clause 7.1) in respect of that Relevant Claim, when aggregated with any other amount or amounts recoverable in respect of other Relevant Claims, exceeds US$100,000 Provided That each Seller's liability in respect of a Relevant Claim shall be several and limited to:
7.1.1 where such Relevant Claim relates to the Shares, the percentage of such Relevant Claim that appears against its name under the column titled "Percentage of Price allocated to Shares" in schedule 4; and
7.1.2 where such Relevant Claim relates to the IFC Debt and/or the DEG Debt, the percentage of such Relevant Claim that appears against its name under the column titled "Percentage of Price allocated to Debt" in schedule 4.
7.2 The Sellers' total liability in respect of all Relevant Claims is limited to the aggregate purchase price paid by the Buyers pursuant to clause 5 and severally received or receivable by the Sellers pursuant to this Agreement.
7.3 The Buyers shall have no claim whatsoever against any director, shadow director, officer, employee, or agent of the Sellers (or any of them) in respect of any claim for a breach of the Warranties.
LIMITATIONS ON THE SELLERS’ LIABILITY. The provisions of this schedule will apply notwithstanding any provisions to the contrary in this Agreement.
LIMITATIONS ON THE SELLERS’ LIABILITY. The provisions of Schedule 6 (Limitations on Sellers' Liability) shall limit the liability of the Sellers in relation to any Claim in each case to the extent set out therein.
LIMITATIONS ON THE SELLERS’ LIABILITY. 8.1 The liability of the Warrantors shall be limited in accordance with the following provisions of this Clause 8 and Schedule 8.
8.2 No liability shall attach to the Warrantors for a Warranty Claim (other than in respect of paragraph 5 of the Warranties) unless the aggregate amount of all liabilities of the Warrantors in respect of Relevant Claims shall have exceeded the total sum of EUR 250,000 (the "De Minimus") whereupon the Warrantors shall be liable for the entire amount of such liabilities and not merely the excess.
8.3 The Buyer shall be entitled to make Warranty Claims in respect of paragraph 5 of the Warranties notwithstanding that any such Warranty Claims do not individually or collectively exceed the De Minimus.
8.4 Any payment by the Warrantors to the Buyer pursuant to the Relevant Claims shall be deemed to be a reduction of the Consideration payable hereunder.
LIMITATIONS ON THE SELLERS’ LIABILITY. For the purposes of this schedule, Claims means all and any claims against the Sellers for breach of Warranty and claims under the Tax Covenant (provided that references to Claims in paragraphs 1.2 and 1.15 do not include any Tax Claim arising under the Tax Covenant and references to Claims in paragraphs 1.10 - 1.14, 1.18, or 2 do not include any Tax Claim to which the provisions of Schedule 4 (Tax) apply. Tax Claim means all and any claims under the Tax Covenant and/or the Tax Warranties. Nothing in this schedule will have the effect of limiting or restricting any liability of the Sellers arising from any fraud by the Sellers.
LIMITATIONS ON THE SELLERS’ LIABILITY. 12.1 Each Seller’s (in respect of itself only and not in respect of any other Seller) total liability in respect of all Relevant Claims shall be several and limited to the amount of the Total Consideration received by it under this Agreement. For the avoidance of doubt, any amount of the Total Consideration paid to the Sellers’ Solicitors’ Account pursuant to clause 9 and 17 shall be deemed to have been “received” by the relevant Seller, for the avoidance of doubt this does not include the EBT Loan and the Employee Loan Repayment Amount.
