Common use of Maximum and minimum amounts Clause in Contracts

Maximum and minimum amounts. (a) Neither the Seller Group nor the Buyer Group shall be liable to the other under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (i) exceeds one hundred and ninety six thousand four hundred and fourteen U.S. dollars (US$196,414); and (ii) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, exceeds one million nine hundred and sixty four thousand one hundred and forty U.S. dollars (US$1,964,140) (“Deductible”), in which event, subject to clauses 8.4(b) and 8.4(c), such party in aggregate will be liable for that entire amount, including the Deductible. (b) The maximum aggregate amount that a party in aggregate is required to pay in respect of: (i) any Claim relating to a Fundamental Warranty is limited to one hundred percent (100%) of the Purchase Price; and (ii) all Claims other than Fundamental Claims whenever made is limited to fifty percent (50%) of the Purchase Price, provided that the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Claims under this Agreement cannot exceed one hundred percent (100%) of the Purchase Price actually paid pursuant to clause 3.1. (c) For the purposes of clause 8.4(a): (i) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and (ii) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim. (d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 of Schedule 1.

Maximum and minimum amounts. (a) Neither the The Seller Group nor the Buyer Group shall be is not liable to the other under a Warranty Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (i1) exceeds one hundred and ninety six thousand four hundred and fourteen U.S. dollars (US$196,414)$500,000 of the Completion Payment; and (ii2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, Claims that satisfy clause 9.5(a)(1) exceeds one million nine hundred and sixty four thousand one hundred and forty U.S. dollars $1,000,000 of the Completion Payment (US$1,964,140) (“Deductible”Deductable), in which event, subject to clauses 8.4(b9.5(b) and 8.4(c9.5(c), such party in aggregate will be the Seller is liable for all of that entire amount, amount including the DeductibleDeductable. (b) The maximum aggregate amount that a party in aggregate the Seller is required to pay in respect of: (i1) any Claim relating to a Fundamental all Excluded Warranty Claims is limited to one hundred percent (an amount equivalent to 100%) % of the Purchase PriceCompletion Payment; and (ii2) all Claims other than Fundamental Warranty Claims whenever made is limited to fifty percent (50%) an amount equivalent to 40% of the Purchase PriceCompletion Payment, provided that that, for the avoidance of doubt, the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Warranty Claims under this Agreement cannot exceed one hundred percent (an amount equivalent to 100%) % of the Purchase Price actually paid pursuant to clause 3.1Completion Payment. (c) For the purposes of clause 8.4(a9.5(a)(1): (i1) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and (ii2) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim. (d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 of Schedule 1.

Maximum and minimum amounts. (a) Neither the The Seller Group nor the Buyer Group shall be is not liable to the other under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (i) exceeds one hundred and ninety six thousand four hundred and fourteen U.S. dollars $2,000,000 (US$196,414two million US dollars); and (ii) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, Claims that satisfy clause 12.5(a)(i) exceeds one $10,000,000 (ten million nine hundred and sixty four thousand one hundred and forty U.S. dollars (US$1,964,140US dollars) (“Deductible”), in which event, subject to clauses 8.4(b12.5(b) and 8.4(c12.5(c), such party in aggregate will be the Seller is liable for that entire amount, including amounts in excess of 50% of the Deductible. (b) The maximum aggregate amount that a party in aggregate the Seller is required to pay in respect of: (i) any Claim relating to a Fundamental all Tax Claims, Excluded Warranty Claims together with all Claims under clause 11.5 is limited to one hundred percent (an amount equivalent to 100%) % of the Purchase PriceCompletion Payment; and (ii) all Claims other than Fundamental Claims whenever made is limited to fifty percent (50%) an amount equivalent to 30% of the Purchase PriceCompletion Payment, provided that the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Claims under this Agreement cannot exceed one hundred percent (an amount equivalent to 100%) % of the Purchase Price actually paid pursuant to clause 3.1Completion Payment. (c) For the purposes of clause 8.4(a12.5(a)(i) and clause 12.5(a)(ii): (i) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and (ii) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim. (d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 of Schedule 1.

Maximum and minimum amounts. (a) Neither the The Seller Group nor the Buyer Group shall be is not liable to the other under a Warranty Claim unless the amount finally agreed or adjudicated to be payable in respect of that Warranty Claim: (i1) exceeds one hundred and ninety six thousand four hundred and fourteen U.S. dollars (US$196,414)$100,000; and (ii2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, Warranty Claims that satisfy clause 7.5(a)(1) exceeds one million nine hundred and sixty four thousand one hundred and forty U.S. dollars (US$1,964,140) (“Deductible”)$500,000, in which event, subject to clauses 8.4(b7.5(b) and 8.4(c7.5(d)7.5(d), such party in aggregate will be the Seller is liable for all of that entire amount, amount including the Deductible.initial $500,000 (b) The maximum aggregate amount that a party in aggregate the Seller is required to pay in respect of: of all Warranty Claims (iexcluding Claims under the Title Warranties and No Infringement of IP Warranty) any Claim relating to a Fundamental Warranty is limited to one hundred percent (100%) of the Purchase Price; and (ii) all Claims other than Fundamental Claims whenever made is limited to fifty percent (50%) 10% of the Purchase Price, provided that the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Claims under this Agreement cannot exceed one hundred percent (100%) of the Purchase Price actually paid pursuant to clause 3.1. (c) The maximum aggregate amount that the Seller is required to pay in respect of all Claims whenever made (including Claims for breach of covenant, Tax Claims and Claims under the Title Warranties and No Infringement of IP Warranties) whenever made is limited to the Purchase Price. (d) For the purposes of clause 8.4(a7.5(a)(1): (i1) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim; and (2) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and (ii) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim. (d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 of Schedule 1.

Maximum and minimum amounts. (a) Neither the Seller Group nor the Buyer Group shall be liable to the other under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (i) exceeds one three hundred and ninety six thousand four hundred and fourteen U.S. dollars (US$196,414US$ 300,000); and (ii) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims, Claims exceeds one three million nine hundred and sixty four thousand one hundred and forty U.S. dollars (US$1,964,140US$ 3,000,000) (“Deductible”), in which event, subject to clauses 8.4(b10.4(b) and 8.4(c10.4(c), such party in aggregate will be liable for all of that entire amount, including the Deductible. (b) The maximum aggregate amount that a party in aggregate is required to pay in respect of: (i) any Claim relating to a Fundamental Warranty is limited to one hundred percent (100%) of the Purchase Price; and (ii) all Claims other than Fundamental Claims whenever made is limited to fifty percent (50%) 50)% of the Purchase Price, provided that the maximum aggregate liability of the Seller (or the Buyer as the case may be) in aggregate for all Claims under this Agreement cannot exceed one hundred percent (100%) of the Purchase Price actually paid pursuant to clause 3.13.2. (c) For the purposes of clause 8.4(a10.4(a): (i) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller Warranty (or Buyer Warranty, as the case may be); and (ii) Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim. (d) Notwithstanding any other provision of this Agreement, limitations in this clause 8 10 shall not apply in respect of any Claim for breach of the Seller Warranty in paragraph 9 10 of Schedule 1.