Common use of LIMITATIONS ON THE SELLERS’ LIABILITY Clause in Contracts

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. 4.1 6.1 The Seller’s total liability Seller is not required to indemnify under Part D Schedule 3 in respect of all any inaccuracy of any Warranty unless the amount claimed in any Notice of Claim (a “Relevant Claim”), on its own or when combined with any other amounts claimed in respect of other Relevant Claims, exceeds €75 million (the “Threshold”), and once the Threshold has been exceeded, the Buyer can claim for the entire amount of the Relevant Claim(s) without regard to such Threshold; provided, however, that there shall be no minimum amount that must be claimed in respect of any Excluded Warranties and amounts claimed in respect of an Excluded Warranty shall not be included for purposes of determining whether the Threshold has been reached. 6.2 The Seller is not required to indemnify in respect of any Relevant Claim which is less than € 300,000, and individual Relevant Claims and Damages (includingwhich are less than such amount shall not be counted for purposes of determining whether the aggregate amount of Relevant Claims exceeds the Threshold; provided, that any series of similar Relevant Claims having their origin in the same factual circumstances may be aggregated for purposes of this Clause 6.2. This Clause 6.2 shall not apply to any Relevant Claims with respect to the Warranties set out in paragraph 6 of Part A Schedule 3; provided that, for the avoidance of doubt, any indemnity obligations with respect Clause 6.1 shall continue to apply to such Warranties Relevant Claims. 6.3 The total amount payable by the Seller in respect of all Relevant Claims is not to exceed € 945,000,000 (as adjusted pursuant to Clause 76.7) is limited provided, however, that there shall be no limit on the total amount payable by the Seller in respect of any Excluded Warranties or in respect of the Warranties contained in paragraph 10 of Part A Schedule 3, which shall not be included in determining whether the cap provided in this Clause 6.3 has been reached. 6.4 Notwithstanding anything in this Agreement to the amount contrary, the provisions of the Interest Purchase PriceClauses 6.1, but the amount of a Warranty Claim 6.2 and 6.3 shall not apply to any indemnity in respect of a fine, penalty, surcharge or interest related to Tax is not to be counted for this purposeClaim. 4.2 6.5 The Seller is not liable for a Warranty Relevant Claim (including, for unless a Notice of Claim has been delivered to the avoidance Seller: 6.5.1 on or before the fifth anniversary of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) the Closing Date in respect of: 4.2.1 a Warranty of any Relevant Claim in respect of any inaccuracy of any of the Warranties contained in paragraph 6 10 of Part A 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, 3; 6.5.2 on or before the date which is seven years and one month from ninety (90) days following the date such liability aroseon which the relevant statute of limitations has expired, in respect of any Tax Claim; 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 6.5.3 on or before 12 months following the Completion Date. 4.3 With respect to any Warranty Claim (including, for date which is two years after 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 Closing Date in respect of a Warranty Claim any other Relevant Claim. 6.6 The limitations of Clauses 6.1, 6.2 and 6.3 shall not apply in the event of dol (includingas such term is interpreted under French law). 6.7 The amount specified in Clause 6.3 shall be: 6.7.1 reduced by an amount equal to 18% of any deductions made to the Purchase Price in accordance with the provisions of Clause 3.3.1, for the avoidance of doubt4.8.4, any indemnity obligations with respect to such Warranties pursuant to 4.9.3 and Clause 7) arising as a result ; and 6.7.2 increased by an amount equal to 18% of any fraud, wilful misconduct or wilful concealmentincrease made to the Purchase Price in accordance with the provisions of Clause 7.

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 10.1 The Seller’s Buyer shall not be entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached or renders any of the Warranties misleading if it has been Disclosed in the Disclosure Letter or pursuant to clause 4.3 and only those matters so Disclosed shall qualify the Warranties. 10.2 No liability shall attach to the Seller in respect of a Warranty Claim, a claim under clause 12.1 or a Tax Claim if and to the extent that the following limitations apply: 10.2.1 the total aggregate liability of the Seller in respect of all Warranty Claims and Damages (including, for any claim under clause 12.1 is limited to £150,000; 10.2.2 the avoidance total aggregate liability of doubt, any indemnity obligations with the Seller in respect to such Warranties pursuant to Clause 7) of all Tax Claims is limited to the amount value of the Interest Purchase Price, but Consideration Shares as at the amount date of the relevant Tax Claim; 10.2.3 the Seller shall not be liable for a Warranty Claim, a claim under clause 12.1 or a Tax Claim unless the Seller's liability in respect of a finesuch claim (together with any connected claims arising from the same event or set of circumstances, penalty, surcharge or interest related relating to Tax is the same subject matter) exceeds £10,000; 10.2.4 the Seller shall 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 7other than a Tax Claim) in respect of: 4.2.1 or a Warranty contained in paragraph 6 of Schedule 2 claim under clause 12.1 unless the Purchaser Buyer has notified given the Seller written notice of the Warranty Claim claim, stating in reasonable detail the nature of the Warranty Claim 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 periodclaimed, on or before the date which is seven years and one month from the date such liability arosesecond anniversary of Completion; and 4.2.2 any other Warranty 10.2.5 the Seller shall not be liable for a Tax Claim unless the Purchaser Buyer has notified given the Seller written notice of the Warranty Claim claim, stating in reasonable detail the nature of the Warranty Claim claim and, if practicable, the amount claimed claimed, on or before 12 months following the Completion Dateseventh anniversary of Completion. 4.3 With 10.3 Any Warranty Claim, claim under clause 12.1 or Tax Claim notified in accordance with clause 10.2.4 or clause 10.2.5 shall (if not previously satisfied, settled or withdrawn) be deemed to have been irrevocably withdrawn on the Specified Date (and no new Warranty Claim, claim under clause 12.1 or Tax Claim may be made in respect to any Warranty Claim (includingof the same loss or liability) unless on or before that date, 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 legal proceedings have the effect of limiting or restricting any liability of been issued and served on the Seller in respect of a Warranty Claim (includingthe relevant claim. For the purposes of this clause 10.3, 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.“Specified Date” means:

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 The Seller8.1 Subject always to Clause 8.15 below, the liability of the Sellers and/or the Warrantors (as appropriate) for a Warranty Claim shall be limited in accordance with the following provisions of this Clause 8.1 and no Warranty Claim may be brought unless: (a) the Buyer’s total reasonable estimate of the Sellers’ liability for each such claim exceeds US$35,000 (such claim being a “De Minimis Claim” and all such claims shall be “De Minimis Claims”) provided that a De Minimis Claim may include the aggregate of all claims arising out of the same circumstance; and (b) the aggregate amount of the Buyer’s reasonable estimate of all liabilities of the Sellers under the Claim(s) and claims under the Tax Deed exceeds US$350,000 (the “Threshold”), whereupon the Sellers shall be liable for the entire amount of such liabilities and not merely the excess over the Threshold, provided however that the limitations in this Clause 8.1 shall not apply to Warranty Claims in respect of the Fundamental Warranties. 8.2 To induce the Buyer to enter into this Agreement, each Seller has contributed such Sellers’ Specified Proportion of the Escrow Amount to the Escrow Account. Subject to Clause 8.3, each Seller acknowledges and agrees that should there be any Claim(s) (other than an Indemnity Claim), the Buyer shall be entitled to claim against the Escrow Account up to an aggregate amount equal to the amount in the Escrow Account to satisfy such Claims, regardless of the identity of Seller(s) against whom any such Claim is being made. 8.3 For the avoidance of doubt, each of the Sellers who are not Warrantors (who have only provided Fundamental Warranties), agrees that, notwithstanding the fact that the Sellers who are not Warrantors have only provided Fundamental Warranties, liability for any Claim shall be a liability of the Sellers (and not solely a liability of the Warrantors) and that each such Sellers’ Specified Proportion of the Escrow Amount shall be available to the Buyer in respect of any Claim(s) (other than an Indemnity Claim), PROVIDED THAT the maximum amount payable by any such Seller in respect of all Claim(s) (other than Claim(s) relating to Fundamental Warranties and Indemnity Claims), shall be limited to an amount equal to such Sellers’ Specified Proportion of the Escrow Amount. 8.4 Save as set out in Clause 8.3 above, the maximum liability of each Seller in respect of all Claim(s) shall be an amount equal to such Seller’s Specified Proportion of the Completion Payment. 8.5 Subject to Clause 8.7, a claim under the Warranties (excluding Fundamental Warranties) shall be barred unless written notice thereof shall have been given to the Sellers’ Representatives before the date 15 months after the Completion Date. 8.6 Subject to Clause 8.7, a claim under the Fundamental Warranties shall be barred unless written notice thereof shall have been given to the Sellers’ Representatives before the sixth anniversary of the Completion Date. 8.7 The liability of the Sellers in respect of each Warranty Claims Claim will terminate absolutely (unless such Warranty Claim has been previously satisfied, Settled or Determined or withdrawn) if legal proceedings in respect of such Warranty Claim have not been commenced within six months of service of notice on the Sellers’ Representatives. Where the liability giving rise to the claim is contingent only at the time of notification, the period of six months shall commence only when the liability becomes actual. 8.8 If following payment by the Sellers to the Buyer in respect of any Claim (other than a Claim under the Tax Deed), the Buyer or any Group Company makes any recovery from or is reimbursed by a third party in respect of the relevant loss, then the Buyer shall repay to the Sellers’ Solicitors the amount of such recovery or reimbursement (net of reasonable costs and Damages expenses incurred in making such recovery or reimbursement). The amount repayable by the Buyer shall in no event exceed the amount paid by the Sellers to the Buyer in respect of such Claim. 8.9 No Warranty Claim shall arise to the extent that the subject matter thereof is expressly and specifically provided, accrued or allowed for in the Accounts or the Opening Accounts. 8.10 The Buyer agrees to use commercially reasonable efforts to make any claim under insurance policies with respect to any breach of Warranty (including, for the avoidance of doubt, this Clause 8.10 shall not require any indemnity obligations legal action to be initiated by the Buyer 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 full insurance claims). Any amounts recovered in respect of a fine, penalty, surcharge such claims shall be repaid to the Sellers’ Solicitors provided that the amount repayable by the Buyer shall in no event exceed the amount paid by the Sellers to the Buyer in respect of such breach of Warranty. 8.11 The Buyer shall not be entitled to recover twice under the Warranties or interest related under this Agreement and under the Tax Deed in respect of the same subject matter or to Tax is not recover more than once in respect of the same subject matter under two or more separate Warranties. 8.12 Any payment by the Sellers to the Buyer pursuant to this Agreement shall be deemed to be counted a reduction of the Consideration payable under this Agreement, including for this purposethe purpose of Clause 8.4. 4.2 The Seller is not liable for a Warranty Claim (including, for 8.13 Nothing in this Clause 7 or in the avoidance Warranties shall or shall be deemed to relieve the Buyer of doubt, any indemnity obligations with respect common law duty to such Warranties pursuant to Clause 7) mitigate any loss or damage incurred by it. 8.14 No liability shall arise 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 (includingexcluding any claim under the Tax Warranties) to the extent: (a) that it arises, or is increased, as a result of a change in the law (including common law) or in any regulation after Completion of any relevant agency or other regulatory body or any decision of any relevant agency or other regulatory body or Governmental Agency occurring with retrospective effect; (b) it arises or is increased as a consequence of any change in the accounting basis, date, policy or practice adopted by any Group Company after Completion, except where such change was required in order to comply with any legal, regulatory or financial reporting requirement applicable to the relevant Group Company as at Completion; (c) it arises or is increased as a result of a change in Tax rates, or published practice of any Tax Authority after Completion provided that, in either case, the change was not announced prior to Completion; (d) it would not have arisen but for a voluntary act or transaction carried out by any Group Company (after Completion) or by the avoidance of doubtBuyer (at any time), any indemnity obligations with respect to such Warranties except that for these purposes, a voluntary act or transaction shall not include an act or transaction which was: (i) carried out pursuant to a legally binding obligation entered into by any Group Company on or before Completion; (ii) carried out to comply with Applicable Law; (iii) carried out with the written consent of the Sellers or the Sellers’ Representatives; or (iv) in the ordinary course of Business of the relevant Group Company as carried on at Completion. 8.15 Subject to Clause 78.18 and Clause 8.19 upon the Buyer becoming aware of any claim, action or demand against it by a third party likely to give rise to any claim in respect of any of the Warranties (a “Third Party Claim”), the Buyer shall: (a) as soon as practicable notify the Seller Sellers’ Representatives by written notice, provided that failure to do so shall not be responsible for prevent any consequential, lost profits, punitive claim by the Buyer or exemplary damages whatsoever. 4.4 Nothing in Clause 4 shall have the effect of limiting or restricting extinguish any liability of the Seller Warrantors under the Warranty in question or otherwise; (b) if requested by the Sellers’ Representatives, keep such party informed of the progress of, and all material developments in relation to the Third Party Claim and provide it/him with copies of all information and correspondence with such third party relating to such claim together with copies of any relevant documents or records within the Buyer’s control relating to the subject matter of the claim; (c) consult in good faith with the Sellers’ Representative and subject to Clause 8.20 and Clause 8.21 below, implement any reasonable suggestions of the Sellers’ Representatives (to the extent only that such suggestions are joint agreed suggestions of both the Sellers’ Representatives and in writing) in relation to how to avoid, dispute, resist, mitigate or defend the Third Party Claim; and (d) if requested by the Sellers’ Representatives, not, and shall procure that the Group shall not, make any admission of liability, agreement, settlement or compromise in relation to the Third Party Claim without the approval of a Sellers’ Representative (such approval not to be unreasonably withheld, conditioned or delayed). 8.16 Notwithstanding any other provision of this Agreement, no limitation of any kind whatsoever shall apply in respect of any claim made by the Buyer against a Seller if such claim arises from any fraudulent act, fraudulent omission, fraudulent misrepresentation or wilful misrepresentation by such Seller. 8.17 The Buyer will have no recourse to, and will not seek to obtain or to enforce any judgment or order of any court or tribunal or other regulatory authority of Ireland or any other jurisdiction against, the current principal private residence of any Seller being an individual (being such Seller’s dwelling house or part thereof which is occupied by the Seller as his or her only or main residence including the associated gardens) (“PPR”) or any replacement PPR to the extent it is not of greater value than the current PPR, in respect of recovery of any liability which that Seller may have in respect of any Warranty Claim(s). 8.18 On the occurrence of a TPC Claim, the Buyer shall be entitled to claim and set off an amount in accordance with the provisions Schedule 13. 8.19 Notwithstanding Clause 8.15 the Buyer shall not be required to take any action or refrain from taking any action under Clause 8.15(d) in respect of any Third Party Claim which, in the opinion of the Buyer (includingacting reasonably) would be reasonably likely to be materially prejudicial to the reputation, trading relationships and/or financial position of the Buyer’s Group or of the Group. 8.20 If the fact, matter or circumstance giving rise to a Third Party Claim is capable of remedy the Warrantors shall have no liability in respect of that Third Party Claim if the relevant fact, matter or circumstance is remedied in full to the satisfaction of the Buyer (acting reasonably) within thirty (30) days after the date on which the Sellers’ Representative is given notice of the Third Party Claim. 8.21 If the Buyer considers that the Sellers Representatives are unreasonably withholding, delaying or conditioning their consent to an action, a member of the Group wishes to take (as outlined in Clause 8.15(d)), the matter can be referred for determination of an Irish senior counsel of at least ten years standing appointed by agreement between the Buyer and the Sellers’ Representatives (or if they do not agree, upon the application of either the Buyer or the Sellers’ Representatives to the President for the avoidance time being of doubtthe Law Society of Ireland). The determination of the Senior Counsel appointed as whether consent has been unreasonably withheld, any indemnity obligations with respect to such Warranties pursuant delayed or conditioned in relation to Clause 78.15(d) arising as a result of any fraud, wilful misconduct or wilful concealmentshall be final.

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 6.1 The Seller’s total aggregate liability of the Seller in respect of all Warranty Relevant Claims and Damages (including, for the avoidance of doubt, any indemnity obligations with respect from time to such Warranties pursuant to Clause 7) is limited to time shall not exceed the amount of the Interest Purchase Price, but Consideration paid to the Seller. . 6.2 The Seller shall not be liable for a Relevant Claim unless: 6.2.1 the amount of a Warranty Claim Relevant Claim, is less than £5,000.00; and 6.2.2 The Seller shall not be liable 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 Relevant Claim unless the Buyer has given the Sellers written notice of the Relevant 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 Relevant Claim and, if reasonably 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, claimed): 6.2.2.1 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 first anniversary of Completion in respect of a Relevant Claim or for breach of the Warranty provided that if a Relevant Claim stating in reasonable detail the nature of the Warranty Claim and, if practicable, the amount claimed has not been resolved on or before 12 months following from the Completion Date. 4.3 With date on which the Buyer first notified the Seller in writing of the circumstances to which it relates the Relevant Claim shall be deemed to have been resolved in the Sellers‟ favour, unless the Buyer has by then issued and served legal proceedings in respect to any Warranty of the Relevant Claim (including, for on the avoidance of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) Seller and the Seller shall have no liability in respect of an amendment or addition to a Relevant Claim in legal proceedings which would constitute a new Relevant Claim other than the original Relevant Claim unless notice of the circumstances giving rise to the amendment or addition was served on the Seller 6.3 The Buyer shall not be responsible for entitled to set-off the amount of any consequential, lost profits, punitive or exemplary damages whatsoeverRelevant Claim against the Consideration payable under clause 3.2.2 unless it is a Substantiated Claim but shall thereafter set-off the amount of any Substantiated Claim against any outstanding payments due under clause 3.2.2 to the extent it is possible to do so before taking any other action against the Seller in respect of such Substantiated Claim. 4.4 Nothing in Clause 4 shall have the effect of limiting or restricting any liability of 6.4 Any payment made by the Seller in respect of a Warranty Relevant Claim (including, for or any other claim under this Agreement or the avoidance exercise of doubt, the Buyer‟s right of set-off under clause 6.3 shall be treated by the Seller and the Buyer as a reduction in the purchase price of the Shares to the extent of the payment or set-off. 6.5 The provisions of this Clause 6 shall not apply in relation to any indemnity obligations with respect to such Warranties pursuant to Clause 7) arising Relevant Claim that arises as a result of any fraud, wilful misconduct or wilful concealmentfraud by the Sellers in relation to the Buyer.

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 Notwithstanding anything 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; andSection 9.2(a), 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 7i) the Seller shall have no obligation to make indemnification payments under Section 9.2(a) except to the extent that the aggregate amount of Damages incurred by the Purchaser, its Affiliates and Representatives exceeds Five Hundred Thousand Dollars ($500,000) (the "Threshold Amount"); provided that, the Threshold Amount shall not apply to any indemnification obligation under Section 9.2(a)(iii) or as contemplated under Section 9.2(b)(iv) of this Agreement. (ii) except with respect to (A) intentional or willful misrepresentation or breach of covenants or agreements contained in this Agreement for which there is no limitation on the Seller's liability, and (B) misrepresentations relating to Section 9.2(b)(iii), the Seller shall have no obligation to make indemnification payments under Section 9.2(a) that exceed in the aggregate Seven Million Five Hundred Thousand Dollars ($7,500,000); (iii) the Seller shall have no obligation to make indemnification payments under Section 9.2(a) with respect to any misrepresentations under Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.13, 4.15, 4.21 and 4.22 that exceed in the aggregate the Purchase Price; (iv) notwithstanding anything to the contrary contained herein, there shall be no limitations of any kind (as to time or amount) on the obligation of the Seller to make indemnification payments under Section 9.2(a) with respect to any misrepresentations or breaches under or of Sections 4.7 or 4.29, provided that Seller shall not be responsible obligated to indemnify any Indemnified Party (including a successor of the Purchaser) for any consequentialDamages related to the matters covered by such representations caused by, or resulting from actions by or on behalf of, such person (which shall not include the execution, delivery and performance of this Agreement or the Ancillary Agreements); and (v) the Seller shall have no obligation to indemnify the Purchaser for consequential damages, special damages, incidental damages, indirect damages, lost profits, punitive unrealized expectations or exemplary other similar items, nor shall any damages whatsoever. 4.4 Nothing be calculated using a "multiplier" or any other similar method having a similar effect. In determining the foregoing thresholds and in Clause 4 otherwise determining the amount of any Damages for which the Purchaser is entitled to assert a claim for indemnification, the amount of any such Damages shall have be determined after deducting therefrom the effect amount of limiting any insurance proceeds or restricting any liability of other third party recoveries received by the Seller Purchaser 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 concealmentDamages.

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 6.1 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 Seller shall be limited in accordance with the amount following provisions 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 ofclause: 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 7a) the Seller shall not be responsible liable by reason of any single breach of the Warranties or the Indemnities unless the amount of damage sustained as a result of the circumstances giving rise to such breach exceeds EUR5,000; (b) no liability shall attach to the Seller for breach of any consequential, lost profits, punitive or exemplary damages whatsoever. 4.4 Nothing in Clause 4 Warranty unless the aggregate amount of all liabilities under the Warranties shall have exceeded the effect total sum of limiting EUR75,000 whereupon the Seller shall be liable for the entire amount of such liabilities and not merely the excess; (c) the aggregate liability of the Seller under the Warranties, this Agreement (including the Indemnities) and the Tax Deed in respect of all or restricting any claims shall be subject to an overall maximum liability of an amount equal to the Consideration (as such may be adjusted pursuant to the provisions of clause 3) actually received by the Seller, save that the provisions of this clause 6.1(c) shall not limit the liability of the Seller in respect of deliberate breaches of the Agreement. For the purposes of this clause 6.1(c), and without prejudice to the generality of the foregoing, if the Buyer notifies the Seller of a Warranty Claim breach of the restrictive covenants in clause 13 (includingFurther Undertakings by Seller) and the Seller fails to take affirmative action to cease the conduct giving rise to any such alleged breach within thirty (30) days, the Seller shall be deemed to have committed a deliberate breach of this Agreement. 6.2 Notwithstanding any other provision of this Agreement, no limitation of any kind whatsoever shall apply in respect of any claim made hereunder against the Seller: (a) if such claim arises from any fraudulent act or fraudulent omission or fraudulent misrepresentation of the Seller, or if such claim arises from wilful misstatement or wilful concealment by the Seller; (b) to the extent that the claim relates to title to the Shares or the title to the assets of the Company; or (c) to the extent that the claim relates to any criminal fine or penalty or to wilful or deliberate conduct leading to a statutory fine or penalty. 6.3 A claim against the Seller under the Warranties shall be barred unless written notice thereof shall have been given to the Seller: (a) in the case of a claim under paragraph 6 of Schedule 3 before the seventh anniversary of the Completion Date (except in the case of fraud which causes the Revenue Commissioners to re-open assessments in respect of the period up to Completion, in which case the limitation in respect of a claim against the Seller shall be extended to twenty years after the end of the accounting period of the Company next following Completion) ), provided that such period of seven (7) years shall be deemed to have reduced to five (5) years from Completion on the date which is specified in the Finance Xxx 0000 (Commencement of Section 17) Order (Statutory Instrument Number 508 of 2003), being the date on which the amending provisions of Section 17(1)(g) of the Finance Xxx 0000 are due to come into operation; or (b) in the case of any other claim under the Warranties in Schedule 3 before the second anniversary of the Completion Date. 6.4 The Seller shall not be liable in respect of a breach under the Warranties to the extent that adequate and specific provision was made for the matter giving rise to the claim in the Accounts or in the Completion Balance Sheet. 6.5 The Buyer shall not be entitled to recover twice under the Warranties in respect of the same subject matter or to recover more than once in respect of the same subject matter under two or more separate Warranties. 6.6 In the absence of fraud, wilful misstatement or wilful concealment by the Seller, its agents or advisors the Seller shall not be liable in respect of a breach of the Warranties: (a) if and to the extent that the loss to which the claim relates would not have occurred but for any voluntary act, omission or transaction of the Buyer or the Company carried out on or occurring after Completion otherwise than in the ordinary course of business, except where the voluntary act, omission or transaction is required to comply with law or the requirements of any regulatory authority; (b) to the extent that the Buyer receives any credit or makes recovery of an amount as a result of the circumstances giving rise to the claim, and for the avoidance of doubt, any indemnity obligations with doubt this includes receipt of a credit or recovery of an amount in respect of Taxation; (c) to the extent that the loss giving rise to such Warranties pursuant claim has already been recovered by the Buyer from any third party or under any policy of insurance; (d) to Clause 7the extent that it arises or (to the extent only of such increase) arising is increased as a result of an increase in rates of Taxation after the date of this Agreement or such breach or claim occurs as a result of any legislation enacted made in force or allowed (as appropriate) or any mandatory requirement of the Revenue Commissioners imposed after the date of this Agreement with or without retrospective effect; (e) to the extent that the facts or circumstances giving rise to the breach were reasonably evident from the documents included in the Due Diligence Document Delivery Log. 6.7 Any payment by the Seller to the Buyer pursuant to the Warranties, the Indemnities, or the Tax Deed shall be deemed to be a reduction of the Consideration payable hereunder. 6.8 Nothing herein or in the Warranties, shall or shall be deemed to relieve the Buyer of any common law duty to mitigate any loss or damage incurred by it. 6.9 The Seller shall not be required to make any payment to the Buyer in respect of any contingent liability arising from a breach of any of the Warranties which is notified to the Seller until such liability ceases to be contingent, or (if earlier) the time at which the Buyer or the Company suffers loss resulting therefrom. 6.10 In the absence of fraud, wilful misconduct misstatement or wilful concealmentconcealment by the other party, its agents or advisors, the parties hereto agree that they will pursue remedies for any breach of this Agreement (including for any breach of the Warranties) under the terms of and subject to the provisions of this Agreement, provided that nothing in this clause 6.10 shall limit the Buyer's right to seek specific performance of any of the obligations of the Seller set out in clause 13. 6.11 The Buyer will have no right to claim under the Indemnities, the Warranties or the Tax Deed in respect of any claim against the Company or the Buyer if, after Completion, (i) the Seller assumes the defence of such claim pursuant to clause 7.3 , and (ii) any officer or employee of the Buyer or the Company, without the Seller's consent (which is not to be unreasonably withheld or delayed), admits in writing total or partial liability to a third party for the claim against the Company or the Buyer.

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 a. The Seller’s total liability Purchaser hereby acknowledges that it has not entered into this Agreement in reliance on any warranties, representations, covenants, undertakings or indemnities howsoever or by whosoever or to whomsoever made except insofar as they are contained in the Agreement or any of the Ancillary Agreements. b. Without prejudice to the generality of Clause 11(a) the Purchaser irrevocably and unconditionally waives any right it may have to claim damages and/or to rescind this Agreement for any misrepresentation not contained in this Agreement or the Ancillary Agreements or for breach of any warranty not contained in this Agreement or the Ancillary Agreement unless such misrepresentation or warranty was made or given fraudulently was not made or given in good faith. c. No claims shall be brought by the Purchaser in respect of all Warranty Claims and Damages any breach of the warranties set out in Clause 4 of this Agreement or Part C of the Tax Deed (including, for the avoidance of doubt, including any indemnity obligations with respect to claim under such Warranties warranties pursuant to the indemnity in Clause 712) is limited (each a "Warranty" and collectively the "Warranties") unless notice in writing of the claim (specifying in reasonable detail the event, matter of default which gives rise to the claim, the breach that results and the amount claimed) has been given to the Seller not later than the expiration of the Interest Purchase Price, but appropriate period. For the amount purpose of a Warranty Claim this Clause the "appropriate period": i. in respect of a fine, penalty, surcharge or interest related to Tax claim brought by the Purchaser under the Warranties in the Taxation Deed is not to be counted for this purpose.7 years from the Completion Date; 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) ii. in respect of: 4.2.1 a Warranty contained in paragraph 6 of Schedule 2 unless any claim which brought by the Purchaser has notified under the Seller Warranties in Clauses 4(a) and 4(b) 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 this Agreement is no such period, on or before the date which is seven 4 years and one month from the date such liability aroseCompletion Date; andor 4.2.2 iii. in respect of any other Warranty unless claims under 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 Warranties is 18 months following from the Completion Date. 4.3 With respect to d. Any claim under the Warranties set out in Clause 4 of this Agreement (including any Warranty Claim (including, for the avoidance of doubt, any indemnity obligations with respect to claim under such Warranties pursuant to the indemnity in Clause 712) shall be deemed to have been withdrawn (if it has not been previously satisfied, settled or withdrawn) 6 months after the expiration of the appropriate period, unless proceedings in respect of it have commenced by being issued and serviced on the Seller. e. The Seller shall be liable, in respect of any claim brought by the Purchaser for a breach of the Warranties, only if the liability of the Seller for such claims would exceed in aggregate (pound)15,000 and, in that event, the Seller shall not be responsible liable only for any consequential, lost profits, punitive or exemplary damages whatsoeverthe excess. 4.4 Nothing in Clause 4 shall have the effect of limiting or restricting any f. The total liability of the Seller in respect of a Warranty Claim all claims under the Warranties shall not exceed (includingpound)1,000,000. g. Any statement in this Agreement or the Taxation Deed which is qualified as being made "so far as the Seller is aware" or "to the best of the knowledge, for information and belief of the avoidance Seller" or any similar expression has been so qualified after enquiries by the Seller or the executive directors, company secretary, general managers and financial controller of doubt, any indemnity obligations with respect the Companies. h. The provisions of Clauses 11(c) to such Warranties pursuant to Clause 711(f) arising as a result shall not apply in the case of any fraudfraud by the Seller or to the Seller choosing not to disclose any matter against the Warranties, wilful misconduct or wilful concealmentknowing it to be relevant to be disclosed.

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 Notwithstanding anything 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; andSection 9.2(a), 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 7i) the Seller shall have no obligation to make indemnification payments under Section 9.2(a) except to the extent that the aggregate amount of Damages incurred by the Purchaser, its Affiliates and Representatives exceeds Five Hundred Thousand Dollars ($500,000) (the “Threshold Amount”); provided that, the Threshold Amount shall not apply to any indemnification obligation under Section 9.2(a)(iii) or as contemplated under Section 9.2(b)(iv) of this Agreement. (ii) except with respect to (A) intentional or willful misrepresentation or breach of covenants or agreements contained in this Agreement for which there is no limitation on the Seller’s liability, and (B) misrepresentations relating to Section 9.2(b)(iii), the Seller shall have no obligation to make indemnification payments under Section 9.2(a) that exceed in the aggregate Seven Million Five Hundred Thousand Dollars ($7,500,000); (iii) the Seller shall have no obligation to make indemnification payments under Section 9.2(a) with respect to any misrepresentations under Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.13, 4.15, 4.21 and 4.22 that exceed in the aggregate the Purchase Price; (iv) notwithstanding anything to the contrary contained herein, there shall be no limitations of any kind (as to time or amount) on the obligation of the Seller to make indemnification payments under Section 9.2(a) with respect to any misrepresentations or breaches under or of Sections 4.7 or 4.29, provided that Seller shall not be responsible obligated to indemnify any Indemnified Party (including a successor of the Purchaser) for any consequentialDamages related to the matters covered by such representations caused by, or resulting from actions by or on behalf of, such person (which shall not include the execution, delivery and performance of this Agreement or the Ancillary Agreements); and (v) the Seller shall have no obligation to indemnify the Purchaser for consequential damages, special damages, incidental damages, indirect damages, lost profits, punitive unrealized expectations or exemplary other similar items, nor shall any damages whatsoever. 4.4 Nothing be calculated using a “multiplier” or any other similar method having a similar effect. In determining the foregoing thresholds and in Clause 4 otherwise determining the amount of any Damages for which the Purchaser is entitled to assert a claim for indemnification, the amount of any such Damages shall have be determined after deducting therefrom the effect amount of limiting any insurance proceeds or restricting any liability of other third party recoveries received by the Seller Purchaser 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 concealmentDamages.

LIMITATIONS ON THE SELLERS’ LIABILITY. 4.1 The Seller’s total liability 8.1 Each Institutional Seller shall only be liable for Warranty Claims in relation to any breaches of the Institutional Sellers’ Warranties by it, and in respect of all the Warranty in paragraph 2 of part A of schedule 3 shall make (and shall only be liable to make) full payment to the Buyer on a pound for pound basis of the amount paid out by a Group Company to it, in breach of such Warranty upon demand of the Buyer in full and final settlement of any claim for such breach. 8.2 The Trustee Sellers shall only be liable for Warranty Claims in relation to any breaches of the Trustee Sellers’ Warranties. 8.3 The Management Sellers shall only be liable for Warranty Claims in relation to any breaches of the Business Warranties and Damages (includingthe Management Sellers’ Warranties. 8.4 Xxxxxx Xxxxx shall only be liable for any Warranty Claims in relation to breaches of the Business Warranties insofar as he has actual knowledge or awareness of the matters, facts or circumstances which could reasonably be expected to give rise to any such breaches as at the date of this Agreement without any obligation to have made any enquiry of any other person. 8.5 Subject to clause 8.6 of this Agreement, each of the Executives shall only be liable for any Warranty Claims in relation to breaches of the Business Warranties. 8.6 Where any Business Warranty is qualified by the expression “to the best of the knowledge, information and belief of the Warrantors” or “so far as the Warrantors are aware” or any similar expression or statement, that statement or reference shall be deemed to mean: 8.6.1 in the case of the Management Sellers and Xxxxx Woor, their actual knowledge or awareness, as if they had made all reasonable enquiries of the other Management Sellers, the other Executives, Xxxxxx Xxxx and Xxxxx Xxxxxx; 8.6.2 in the case of Xxxxxxx Xxxx, his actual knowledge or awareness, as if he had made all reasonable enquiries of the Management Sellers, the other Executives, Xxxxxx Xxxx and Xxxxx Xxxxxx; 8.6.3 in the case of Xxxx Xxxx and Xxx Xxxxxxxxx, their actual knowledge or awareness, as if they had made all reasonable enquiries of each other, the Management Sellers, the other Executives, Xxxxxx Xxxx and Xxxxx Xxxxxx but excluding those who have no responsibility for the avoidance Document Solutions Division; 8.6.4 in the case of doubtXxxx Xxxxxxxxx and Xxxx Xxxxxx, any indemnity obligations with respect to such Warranties pursuant to Clause 7) is limited to their actual knowledge or awareness, as if they had made all reasonable enquiries of each other, the amount of Management Sellers, the Interest Purchase Priceother Executives, Xxxxxx Xxxx and Xxxxx Xxxxxx 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, excluding those who have no responsibility 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 aroseBusiness Process Solutions Division; and 4.2.2 any other Warranty unless 8.6.5 in the Purchaser has notified the Seller case of Xxx Xxxxx, her actual knowledge or awareness, as if she had made all reasonable enquiries of the Warranty Claim stating in reasonable detail the nature of the Warranty Claim and, if practicableManagement Sellers, the amount claimed on or before 12 months following other Executives, Xxxxxx Xxxx and Xxxxx Xxxxxx but excluding those who have no responsibility for the Completion DateCorporate Solutions Division. 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 8.7 No Warrantor 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 liable in respect of a Warranty Claim in relation to the breach of a Business Warranty (including, for the avoidance other than that contained in paragraph 39 of doubt, any indemnity obligations with respect to such Warranties pursuant to Clause 7) arising as a result part B of any fraud, wilful misconduct or wilful concealment.schedule 3):