Common use of Limitations on Warranty Claims Clause in Contracts

Limitations on Warranty Claims. (a) No Party shall be liable for any claim for damages actually incurred and resulting from any breach of any of its representations or warranties (Damages) contained in clauses 1.6, 6.1 (including the representations or warranties contained in Schedule 1- B), 6.2, 6.3 or 6.4 (a Warranty Claim): (i) unless and until the amount of such Warranty Claim or series of related claims exceeds US$75,000; and (ii) unless and until the amount of such Warranty Claims when aggregated with the amount of all other Warranty Claims against a Party (and excluding any claims excluded by paragraph (i) above) exceeds US$1,000,000 in which event the full value of such claims against it shall be claimable under this Agreement. (b) The total amount to be paid by any Party under or in connection with Warranty Claims against it under this Agreement shall not under any circumstances exceed an amount equal to an aggregate of US$10,000,000. (c) No Party shall be liable for any Warranty Claim against it unless it receives from another Party written notice (within sixty (60) days of the other Party becoming aware of such Warranty Claim) containing specific details of the Warranty Claim including the other Party’s estimate (on a without prejudice basis) of the amount of the Warranty Claim. Warranty Claims shall survive for a period of: (i) eighteen (18) months following the date on which the representation or warranty giving rise to such Warranty Claim was given; (ii) five (5) years following the date on which a Fundamental Representation giving rise to a Warranty Claim was given; and (iii) six (6) years after the Closing Date for claims under clause 19. (d) Notwithstanding anything to the contrary set forth herein, the limitations set forth in clauses 6.5(a) and 6.5(b) will not apply to (i) any Warranty Claim brought with respect to a Fundamental Representation or (ii) any claim under clause 1.6 or clause 19, provided that in no event shall the total paid by any Party in respect of any Warranty Claims and/or any claims under clause 1.6 or clause 19 exceed 50% of the aggregate amount of Investor Cash Contributions actually funded (whether by the Investor or any Guarantor) hereunder as of the date on which the Warranty Claim or claim under clause 1.6 or clause 19 is finally determined. (e) No liability shall attach to any Party in respect of any Warranty Claim against it to the extent that: (i) the fact, matter, event or circumstance forming the basis of the Warranty Claim is fairly disclosed in this Agreement, any other Transaction Document, the Disclosure Schedule or the Due Diligence Information. (ii) any matter or thing has been done or omitted to be done with respect to the subject matter of the Warranty Claim prior to the Closing Date at the written request, or with the approval or acquiescence, of another Party or its representatives; (iii) any Party or any of its Affiliates has caused or contributed to such Warranty Claim after the Closing Date; (iv) the Warranty Claim occurs, arises or is increased as a result of any change made after the Closing Date in any accounting or taxation policies of any member of the JVC Group; (v) is otherwise recovered by the Party bringing the Warranty Claim or any member of the JVC Group including under the terms of any insurance policy of the other Party or any member of the JVC Group, respectively; (vi) the Party bringing the Warranty Claim or (in relation to a Warranty Claim against BKAP only) any member of the JVC Group has already recovered any amount under this Agreement in respect of the same Damages; or (vii) the Warranty Claim either results from or is increased by the passing of, or any change in any Law after the date hereof. (f) Prior to the signing of this Agreement the Investor, its Affiliates or their Representatives have received information about the BKAP Subsidiaries and the PRC Subsidiaries and their respective businesses (the Due Diligence Information) consisting of or contained in (i) the electronic data room assembled by BKAP (the Data Room) which is copied onto the compact disk delivered to the Parties in connection herewith and (ii) written answers and other materials provided by or on behalf of BKAP to any request for information submitted by the Investor. (g) The Investor acknowledges and agrees that: (i) BKAP makes no warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same) contained in the Due Diligence Information or otherwise provided to the Investor; and (ii) the Investor has made its own evaluation of the adequacy and accuracy of such forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same).

Limitations on Warranty Claims. (a) No Party 11.1 Notwithstanding anything in this Agreement to the contrary, the provisions of this Clause 11 shall operate to limit the liability of each of the Sellers in respect of any Claim by any Buyer. 11.2 The aggregate liability of each of the Sellers for all Claims shall not exceed the Aggregate Purchase Price and the total liability of all Sellers for all Claims shall not exceed the Aggregate Purchase Price, provided in respect of any such Claim that if the Claim may be made against Jaffar and Bashar that the relevant Buyer shall bring such Claim against both Jaffar and Bashar. 11.3 Each Seller shall not be liable for any Claim: 11.3.1 unless the aggregate amount of the Claim and any other Claims shall exceed US$ 500,000 (in which case the Buyers shall be entitled to claim the whole of such sum and not merely the excess); 11.3.2 unless the amount of any individual Claim exceeds US$ 50,000; 11.3.3 unless the Buyer(s) notifies the relevant Sellers in writing in reasonable detail of the Claim on or before the expiry of: (a) the earlier of (i) six years and three calendar months after the end of the accounting period current at Completion or (ii) the date three months after the last statutory date upon which the relevant Tax Authority can make an assessment on CTRL, CTL (Malaysia), CTSL and CTL in relation to the Tax the subject of the Tax Warranties, if any, in the case of a Claim for damages actually incurred and resulting from any breach of any of its representations or warranties (Damages) contained in clauses 1.6, 6.1 (including the representations or warranties contained in Schedule 1- B), 6.2, 6.3 or 6.4 (a Warranty Claim): (i) unless and until the amount of such Warranty Claim or series of related claims exceeds US$75,000Tax Warranties; and (ii) unless and until the amount of such Warranty Claims when aggregated with the amount of all other Warranty Claims against a Party (and excluding any claims excluded by paragraph (i) above) exceeds US$1,000,000 in which event the full value of such claims against it shall be claimable under this Agreement. (b) The total amount to be paid by any Party under or in connection with Warranty Claims against it under this Agreement shall not under any circumstances exceed an amount equal to an aggregate of US$10,000,000. (c) No Party shall be liable for any Warranty Claim against it unless it receives 24 months from another Party written notice (within sixty (60) days of the other Party becoming aware of such Warranty Claim) containing specific details of the Warranty Claim including the other Party’s estimate (on a without prejudice basis) of the amount of the Warranty Claim. Warranty Claims shall survive for a period of: (i) eighteen (18) months following the date on which the representation or warranty giving rise to such Warranty Claim was given; (ii) five (5) years following the date on which a Fundamental Representation giving rise to a Warranty Claim was given; and (iii) six (6) years after the Closing Completion Date for claims under clause 19. (d) Notwithstanding anything to the contrary set forth herein, the limitations set forth in clauses 6.5(a) and 6.5(b) will not apply to (i) any Warranty Claim brought with respect to a Fundamental Representation or (ii) any claim under clause 1.6 or clause 19, provided that in no event shall the total paid by any Party in respect of any Warranty Claims and/or any claims under clause 1.6 other Claims; 11.3.4 which is not satisfied, settled or clause 19 exceed 50% of the aggregate amount of Investor Cash Contributions actually funded (whether by the Investor or any Guarantor) hereunder as withdrawn within 12 months of the date of notification of such Claim under Clause 11.3.3 unless proceedings in respect of it have been commenced by being both issued and served on which the Warranty Claim or claim under clause 1.6 or clause 19 is finally determinedrelevant Sellers. (e) No 11.4 The Sellers will have no liability shall attach to any Party in respect of any Warranty Claim against it Claim: 11.4.1 to the extent that: (i) the fact, matter, event that it arises or circumstance forming the basis is increased as a result of the Warranty Claim is fairly disclosed passing of, or a change in, any law, rule, regulation, interpretation of the law or administrative practice of a government, government department, agency or regulatory body or an increase in rates of Taxation after the date of this Agreement; 11.4.2 in the case of any subsequent sale and/or transfer of the CTRL Shares, any other Transaction DocumentCTL (Malaysia) Shares, the Disclosure Schedule CTL Business or the Due Diligence Information.CTSL Business (as the case may be) and/or any assignment permitted under the CTL Agreement, CTL (Malaysia) Agreement, the CTRL Agreement, the CTSL Agreement or this Agreement unless such sale or assignment is to a member of the Buyer’s Group; 11.4.3 in relation to CTRL or CTL (ii) any matter or thing has been done or omitted to be done with respect Malaysia), to the subject matter of the Warranty Claim prior to the Closing Date at the written request, or with the approval or acquiescence, of another Party or its representatives; (iii) any Party or any of its Affiliates has caused or contributed to such Warranty Claim after the Closing Date; (iv) the Warranty Claim occurs, extent that it arises or is increased as a result of any change made provision or reserve in the Accounts and/or the Management Accounts being insufficient by reason of any increase in rates of Taxation after the Closing Date in date of this Agreement; 11.4.4 if it would not have arisen but for any accounting act, omission, transaction or taxation policies arrangement carried out at the request of any member or with the prior written consent of the JVC GroupBuyer(s) before Completion other than in accordance with this Agreement, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement or the CTSL Agreement or any agreement or document referred to herein or therein; (v) is otherwise recovered 11.4.5 if it would not have arisen but for any voluntary act, omission, transaction or arrangement carried out after Completion by the Party bringing the Warranty Claim Buyer(s), CTRL, CTL (Malaysia), or any member of the JVC Buyers’ Group including under or any of their respective directors or employees or successors in title other than in accordance with this Agreement, the terms CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement or the CTSL Agreement or any agreement or document referred to herein or therein or other than pursuant to legally binding obligations of CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) prior to Completion; 11.4.6 to the extent that such Claim arises, or has otherwise arisen and is increased, as a result of any insurance policy reorganisation or change made in the ownership of the other Party Buyers’ Group after Completion or any change in any accounting or Taxation policies or practice or accounting reference date of CTRL, CTL (Malaysia), or any member of the JVC Group, respectivelyBuyer’s Group made after Completion; (vi) the Party bringing the Warranty Claim or (11.4.7 in relation to CTRL or CTL (Malaysia), to the extent that it relates to any matter specifically provided for, or specifically included as a Warranty Claim against BKAP onlyliability or specifically disclosed, in the CTRL Accounts, the CTL (Malaysia) Accounts and/or the Management Accounts. 11.5 If the Buyer or CTRL or CTL (Malaysia) or any member of the JVC Buyers’ Group has already is entitled to recover from some other person any sum in respect of any matter or event which could give rise to a Claim, the Buyer(s) will (or will procure that CTRL or CTL (Malaysia) or a member of the Buyers’ Group will) take all reasonable steps to recover that sum before making such Claim, and any sum recovered will reduce the amount of such Claim after deduction of all reasonable costs and expenses of recovery save that if notice of such potential liability is provided to the relevant Sellers within the relevant time period referred to in Clause 11.3 the Claim will be deemed to have satisfied the provision in such Clause 11.3. 11.6 If the Sellers pay the Buyer(s) or CTRL or CTL (Malaysia) or any member of the Buyers’ Group a sum to settle or discharge a Claim and the Buyer(s) or CTRL or CTL (Malaysia) or any member of the Buyers’ Group subsequently recovers whether by payment, discount, credit, relief or otherwise from any third party (including any Tax Authority) a sum which is directly referable to the Claim then: 11.6.1 the relevant Buyer will (or will procure that CTRL or CTL (Malaysia) or the relevant member of the Buyers’ Group will) promptly pay to CTL as full repayment to the relevant Sellers the amount recovered from the third party less any reasonable costs and expenses incurred in recovering the same; or 11.6.2 if the figure resulting under Clause 11.6.1 above is greater than the amount paid by the relevant Sellers to settle or discharge the relevant Claim, then the relevant Buyer shall only be obliged to pay to the Sellers as full repayment to the Sellers such amount as is equivalent to the sum paid by the Sellers in settlement or discharge of that Claim. 11.6.3 CTL is authorised by each of the Sellers to receive any such payment made under this Agreement Clause 11.6 for and on behalf of any and all Sellers and payment by the relevant Buyer to CTL shall constitute a good and sufficient surcharge to the relevant Buyer under this Clause 11.6. 11.7 The Buyers shall not be entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same Damagesloss or liability. 11.8 In relation to CTRL or CTL (Malaysia), if any potential Claim arises as a result of a contingent or unquantifiable liability of CTRL or CTL (Malaysia), the Sellers will not be obliged to pay any sum in respect of the potential Claim until the liability either ceases to be contingent or becomes quantifiable save that if notice of such contingent liability is provided to the relevant Sellers within the relevant time period referred to in Clause 11.3 the Claim will be deemed to have satisfied the provision of such Clause 11.3. 11.9 Nothing in this Clause 11 shall in any way restrict or limit the Buyers', CTRL’s, CTL (Malaysia)’s, or any member of the Buyer’s Group common law duty to mitigate its loss. 11.10 The Buyers confirm to the Sellers that they are not actually aware at the date of this Agreement, of any matter or thing which in their reasonable opinion will give rise to any Claim. 11.11 The limitations set out and referred to in Clauses 11.1 to 11.9 (inclusive) do not apply to a breach of Warranty: (a) resulting from fraud, deliberate non-disclosure or wilful concealment; or (viib) the in respect of a Warranty Claim either results from or is increased by the passing of, or any change set out in any Law after the date hereofparagraphs 1 of Schedules 4 and 6. (f) Prior to the signing of this Agreement the Investor, its Affiliates or their Representatives have received information about the BKAP Subsidiaries and the PRC Subsidiaries and their respective businesses (the Due Diligence Information) consisting of or contained in (i) the electronic data room assembled by BKAP (the Data Room) which is copied onto the compact disk delivered to the Parties in connection herewith and (ii) written answers and other materials provided by or on behalf of BKAP to any request for information submitted by the Investor. (g) The Investor acknowledges and agrees that: (i) BKAP makes no warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same) contained in the Due Diligence Information or otherwise provided to the Investor; and (ii) the Investor has made its own evaluation of the adequacy and accuracy of such forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same).

Limitations on Warranty Claims. 8.1 Subject to Clause 8.2 the aggregate liability of the Sellers for all Claims and Tax Claims shall not exceed (apound)1,000,000. 8.2 The Sellers liability for all Claims and Tax Claims may not exceed the amount actually received from the Buyer pursuant to Clause 3. In the event that a Claim or Tax Claim for which the Sellers are liable under the terms of this Agreement exceeds the consideration received under and pursuant to Clause 3 (the "Excess") No Party to the extent that further payments become due to the Sellers, the Buyer may offset the Excess against the payment of the sum due. In the event that the condition for the payment of a sum under Clause 3 is not satisfied and there is an Excess the Buyer will have no right to claim the Excess from the Sellers. 8.3 The Sellers shall not be liable for any claim for damages actually incurred and resulting from any breach Claim or Tax Claim: 8.3.1 unless the aggregate amount of any Claim or Tax Claim shall exceed (pound)50,000 (in which case the Buyer shall be entitled to claim the whole of its representations such sum and not merely the excess); 8.3.2 unless the amount of any individual Claim or warranties Tax Claim, described in Clause 8.3.1, together with all such other claims exceeds (Damages) contained in clauses 1.6pound)10,000. For the avoidance of doubt, 6.1 (including amounts for which the representations Sellers have no liability as a consequence of the operation of this Clause, shall not be capable of constituting a Claim or warranties contained in Schedule 1- B), 6.2, 6.3 Tax Claim or 6.4 (a Warranty Claim): (i) unless and until increasing the amount of such Warranty Claim or series Tax Claim for the purpose of related claims exceeds US$75,000; andthis Clause; (ii) 8.3.3 unless the Buyer notifies the Sellers in writing in reasonable detail of the Claim or Tax Claim on or before the expiry of 24 months from Completion and until 6 years from Completion in the case of a Tax Claim. 8.3.4 which is not satisfied, settled or withdrawn within 6 months of the date of notification of such Claim or Tax Claim under paragraph 8.2.3 unless proceedings in respect of it have been commenced by being both issued and served on the Buyers or formal alternative dispute resolution procedures have been commenced with the Buyers. Time shall be of the essence for this purpose. 8.4 The amount of the liability for each of the Sellers in respect of any Claim or Tax Claim shall not exceed such proportion of the amount of such Warranty Claims when aggregated with the Claim or Tax Claim as the consideration receivable by each under this Agreement bears to the total amount of the consideration receivable by all other Warranty Claims against a Party (and excluding any claims excluded by paragraph (i) above) exceeds US$1,000,000 in which event of the full value of such claims against it shall be claimable Sellers under this Agreement. (b) 8.5 The total amount limitations set out and referred to be paid by in Clauses 8.1, 8.2 and 8.3 do not apply to a breach of any Party under Warranty resulting from fraud or in connection with Warranty Claims respect of a Warranty, set out in paragraph 1 of Schedule 3. 8.6 If the Buyer becomes aware of a matter which is likely to give rise to a Claim or Tax Claim or of any claim, action or demand against it under this Agreement shall not under or matter likely to give rise to any circumstances exceed an amount equal of these which may result in a Claim (a "Third Party Claim"), the Buyer shall: 8.6.1 as soon as reasonably practicable thereafter give notice thereof in writing to an aggregate of US$10,000,000. (c) No Party shall be liable for any Warranty Claim against it unless it receives from another Party written notice (within sixty (60) days the Sellers, stating in reasonable detail the nature of the other Party becoming aware of such Warranty Claim) containing specific details of the Warranty Claim including the other Party’s estimate (matter on a without prejudice basis, if practicable, the amount claimed, and the provisions of this Agreement which the Buyer alleges have been or may have been breached; 8.6.2 make available to accountants and other professional advisers appointed by the Sellers such access to the personnel of the Company and to any relevant records and information as the Sellers reasonably request in connection with such Claim or Tax Claim or Third Party Claim; and 8.6.3 use its reasonable endeavours to procure that the auditors (both past and then current) of the amount Company make available their audit working papers in respect of audits of the Warranty Company's accounts for any relevant accounting period in connection with such Claim or Tax Claim or Third Party. 8.7 If the Buyer becomes aware of a Third Party Claim of which notice has been or may be given by the Buyer under Clause 8.6.1, the Buyer shall, subject to being indemnified by the Sellers against all reasonable costs and liabilities incurred in doing so: 8.7.1 take or procure such action to be taken as the Sellers shall reasonably request (having regard in particular to the Buyer's continuing business) to avoid, dispute, resist, appeal, compromise or defend such Third Party Claim or any adjudication in respect of a Third Party Claim. Warranty Claims ; 8.7.2 if so requested by the Sellers maintain consultation with the Sellers on all aspects of any proceedings in defence of a Third Party Claim; 8.7.3 not admit liability in respect of a Third Party Claim, nor compromise, nor settle any proceedings in defence of a Third Party Claim, without the written consent of the Sellers (such consent not to be unreasonably withheld or delayed); 8.7.4 if so required by the Sellers in writing, ensure (or, as appropriate, shall survive co-operate to procure that the Company shall ensure), at the request in writing of the Sellers, that the Sellers are placed in a position to take on or take over the conduct of all proceedings and/or negotiations of whatsoever nature arising in connection with the Third Party Claim in question and provide (or, as appropriate, co-operate to procure that the Company provides) such information and assistance as the Sellers may reasonably require in connection with the preparation for a period ofand conduct of such proceedings and/or negotiations provided that the Sellers shall, if requested, by the Buyer: (ia) eighteen (18) months following maintain consultation with the date Buyer on which all aspects of any proceedings in defence of a Third Party Claim and take into account all reasonable requests of the representation or warranty giving rise Buyer in relation to the conduct of such Warranty Claim was givenThird Party Claim; (iib) five not admit liability in respect of a Third Party Claim nor compromise nor settle any proceedings in defence of a Third Party Claim without the prior written consent of the Buyer (5) years following the date on which a Fundamental Representation such consent not to be unreasonably withheld or delayed). 8.8 The Buyer is not entitled to recover more than once in respect of any one matter giving rise to a Warranty Claim was given; and (iii) six (6) years after the Closing Date for claims under clause 19. (d) Notwithstanding anything to the contrary set forth herein, the limitations set forth in clauses 6.5(a) and 6.5(b) will not apply to (i) any Warranty Claim brought with respect to a Fundamental Representation or (ii) any claim under clause 1.6 or clause 19, provided that in no event shall the total paid by any Party in respect of any Warranty Claims and/or any claims under clause 1.6 or clause 19 exceed 50% of the aggregate amount of Investor Cash Contributions actually funded (whether by the Investor or any Guarantor) hereunder as of the date on which the Warranty Claim or claim under clause 1.6 a Tax Claim whether pursuant to this Agreement or clause 19 is finally determined. (e) No liability otherwise. For the avoidance of doubt the Sellers shall attach to any Party in respect of any Warranty Claim against it to the extent that: (i) the fact, matter, event or circumstance forming the basis of the Warranty Claim is fairly disclosed in this Agreement, any other Transaction Document, the Disclosure Schedule or the Due Diligence Information. (ii) any matter or thing has been done or omitted to not be done with respect to the subject matter of the Warranty Claim prior to the Closing Date at the written request, or with the approval or acquiescence, of another Party or its representatives; (iii) any Party or any of its Affiliates has caused or contributed to such Warranty Claim after the Closing Date; (iv) the Warranty Claim occurs, arises or is increased as a result of any change made after the Closing Date in any accounting or taxation policies of any member of the JVC Group; (v) is otherwise recovered by the Party bringing the Warranty Claim or any member of the JVC Group including under the terms of any insurance policy of the other Party or any member of the JVC Group, respectively; (vi) the Party bringing the Warranty Claim or (in relation to a Warranty Claim against BKAP only) any member of the JVC Group has already recovered any amount liable under this Agreement in respect of the same Damages; or (vii) the Warranty any Claim either results from or if any adjustment is increased by the passing of, or any change in any Law after the date hereof. (f) Prior made to the signing Consideration pursuant to Clause 6 in respect of this Agreement the Investor, its Affiliates matter or their Representatives have received information about the BKAP Subsidiaries and the PRC Subsidiaries and their respective businesses (the Due Diligence Information) consisting of or contained in (i) the electronic data room assembled by BKAP (the Data Room) which is copied onto the compact disk delivered thing giving rise to the Parties in connection herewith and (ii) written answers and other materials provided by or on behalf of BKAP to any request for information submitted by the InvestorClaim. (g) The Investor acknowledges and agrees that: (i) BKAP makes no warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same) contained in the Due Diligence Information or otherwise provided to the Investor; and (ii) the Investor has made its own evaluation of the adequacy and accuracy of such forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same).

Limitations on Warranty Claims. 6.1 The limitations set out in this clause 6 shall not apply to the Warrantor in respect of any Claim which is: (a) No Party shall be liable for any claim for damages actually incurred and resulting from any the consequence of fraud, dishonesty, wilful concealment or wilful misrepresentation by or on behalf of the Warrantor, or (b) which is a result of a breach of any warranty statement 1 (share capital) of its representations or warranties (Damages) contained in clauses 1.6, 6.1 (including Schedule 5. 6.2 No Claim may be made against the representations or warranties contained in Schedule 1- B), 6.2, 6.3 or 6.4 (a Warranty Claim): (i) Warrantor unless and until the amount written notice of such Warranty Claim is served on the Warrantor giving reasonable details of the Claim as soon as reasonably practicable after the Series B Investors become aware of any fact or series matter which entitles them to bring a Claim and, in any event, by no later than die date which is the later of related claims exceeds US$75,000; and (ii) unless three months after delivery to the Series B Investors of the Board approved audited accounts of the Company for the Financial Year of the Company ending 2013 and until the amount second anniversary of such Warranty the date of this Agreement. Failure to give reasonable details of any Claims when aggregated shall not prevent the Series B Investors from proceeding with the amount of all other Warranty Claims against a Party (and excluding any claims excluded by paragraph (i) above) exceeds US$1,000,000 in which event the full value of such claims against it shall be claimable Claim otherwise made properly under this Agreement. (b) 6.3 The total amount aggregate liability of the Warrantor in respect of all and any Claims shall be limited to be paid by any Party under or in connection with Warranty Claims against it under this Agreement shall not under any circumstances exceed an amount equal to an die aggregate amount subscribed for New Shares by the Series B Investors pursuant to this Agreement, together with the proper and reasonable costs of US$10,000,000recovery in respect of any Claim incurred by or on behalf of the Series B Investors; 6.4 The Warrantor shall not be liable in respect of any Claim unless the aggregate liability for all Claims exceeds £500,000, in which case the Warrantor shall be liable for the entire amount and not merely the excess. 6.5 In calculating liability for Claims for the purposes of clause 6.4 above, any Claim which is less than £10,000 (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated and form a single Claim. 6.6 No liability of the Warrantor in respect of any breach of any Warranty shall arise: (a) if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the Completion Date or by reason of any change to Taxation Authority practice or extra-statutory concession occurring after the Completion Date; (b) to the extent that specific allowance, provision or reserve has been made in the Accounts or in the Management Accounts specifically in respect of the matter to which such liability relates; (c) No Party shall be liable for any Warranty Claim against it unless it receives from another Party written notice (within sixty (60) days of the other Party becoming aware of such Warranty Claim) containing specific details of the Warranty Claim including the other Party’s estimate (on a without prejudice basis) of the amount of the Warranty Claim. Warranty Claims shall survive for a period of: (i) eighteen (18) months following the date on which the representation or warranty giving rise to such Warranty Claim was given; (ii) five (5) years following the date on which a Fundamental Representation giving rise to a Warranty Claim was given; and (iii) six (6) years after the Closing Date for claims under clause 19. (d) Notwithstanding anything to the contrary set forth herein, the limitations set forth in clauses 6.5(a) and 6.5(b) will not apply to (i) any Warranty Claim brought with respect to a Fundamental Representation or (ii) any claim under clause 1.6 or clause 19, provided that in no event shall the total paid by any Party in respect of any Warranty Claims and/or any claims under clause 1.6 or clause 19 exceed 50% of the aggregate amount of Investor Cash Contributions actually funded (whether by the Investor or any Guarantor) hereunder as of the date on which the Warranty Claim or claim under clause 1.6 or clause 19 is finally determined. (e) No liability shall attach to any Party in respect of any Warranty Claim against it to the extent that: (i) the fact, matter, event that such breach or circumstance forming the basis of the Warranty Claim is fairly disclosed in this Agreement, any other Transaction Document, the Disclosure Schedule or the Due Diligence Information. (ii) any matter or thing has been done or omitted to be done with respect to the subject matter of the Warranty Claim prior to the Closing Date at the written request, or with the approval or acquiescence, of another Party or its representatives; (iii) any Party or any of its Affiliates has caused or contributed to such Warranty Claim after the Closing Date; (iv) the Warranty Claim occurs, claim arises or is increased as a result of any change made after in the Closing Date accounting bases or policies in accordance with which the Company values its assets or calculates its liabilities or any other change in accounting practice from the treatment or taxation policies of any member application of the JVC Groupsame used in preparing the Accounts (save to the extent that such changes are required to correct errors or because relevant generally accepted accounting principles have not been complied with); (vd) to the extent that die Company is otherwise recovered by entitled to claim an indemnity against the Party bringing loss or damage suffered which is the Warranty Claim or any member object of the JVC Group including Claim under the terms of any insurance policy of for the other Party time being in force and the loss and damage has actually been recovered by the Company under such insurance policy, except to the extent that the insurance premium payable for such insurance policy (or any member of the JVC Group, respectivelyrenewal thereof) is thereby increased; (vie) to the Party bringing extent that no Claim would have arisen (or the Warranty amount of any Claim would not have increased) but for a transaction or (in relation to a Warranty Claim against BKAP only) any member arrangement entered into after the Completion Date with the written consent of the JVC Group has already recovered Investor Majority. 6.7 The Series B Investors shall be entitled to make a Claim in respect of liability which is contingent or unascertained provided that written notice of the Claim (giving as far as practical the amount and details of the Claim) is given to the Warrantor before the expiry of the period specified in clause 6.2. 6.8 The Warrantor shall not be liable for any amount under Claim if the alleged breach which is the subject of the Claim is capable of remedy and is remedied to the reasonable satisfaction of the Series B Investors within 60 Business Days of the xxxx on which the notice in clause 6.2 above is received by the Warrantor. 6.9 Nothing in this Agreement shall prejudice each Series B Investors duty under common law to mitigate any loss or liability which is the subject of a Claim. 6.10 The liability of the Warrantor for any Claim notified under clause 6.2 shall (if it has not been previously satisfied, settled or withdrawn) cease 6 months after the date on which the Claim was notified (or in the case of a claim under clause 6.7, 6 months after the contingent or unascertained liability ceases to be contingent or unascertained) unless court proceedings have been started in respect of it or it has been submitted to arbitration and the proceedings or submission to arbitration has not been withdrawn or terminated; provided, however, that any unelapsed part of the six (6) month period shall be tolled while the parties are actively seeking to resolve such Claim and/or are engaged in settlement negotiations or discussions with respect to such Claim. 6.11 Subject to clause 6.6(d), the liability of the Warrantor for a Claim shall be reduced if any Group Company actually receives any recoveries from any third party (including a Taxing Authority or insurer) in respect of the same Damages; or loss suffered by a Group Company giving rise to the Claim and the proportion by which such liability shall reduce shall be the proportion that the amount recovered (viiless the Group Company’s reasonable costs and expenses of recovery and any amount in respect of Taxation payable in respect of the amount recovered) bears to the Warranty Claim either results from or is increased loss suffered by the passing of, or any change in any Law after the date hereofGroup Company. (f) Prior 6.12 If, subsequent to any payment to any of the Series B Investors in respect of any Claim, any Group Company actually receives any payment from any third party directly in respect of the loss suffered by a Group Company which resulted in the Claim, the relevant Series B Investors shall, except to the signing extent that any direct or indirect loss of this Agreement the InvestorSeries B Investors has not been compensated or would, its Affiliates or their Representatives have received information about following such reimbursement, not be compensated, reimburse to the BKAP Subsidiaries Warrantor an amount equal to the proportion of such Series B Investors bears to such loss (less the Series B Investors’ and the PRC Subsidiaries Group Company’s reasonable costs and their respective businesses (expenses of recovery and any amount in respect of Taxation payable in respect of the Due Diligence Information) consisting of or contained in (i) the electronic data room assembled by BKAP (the Data Room) which is copied onto the compact disk delivered to the Parties in connection herewith and (ii) written answers and other materials provided by or on behalf of BKAP to any request for information submitted by the Investoramount recovered). (g) The Investor acknowledges and agrees that: (i) BKAP makes no warranty as to the accuracy 6.13 claim for breach of any forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same) contained in the Due Diligence Information or otherwise provided to the Investor; and (ii) the Investor has made its own evaluation of the adequacy and accuracy of such forecasts, estimates, projections, statements of intent or statements of opinion (including the reasonableness of the assumptions underlying the same)Warranties shall be brought after an IPO.