Common use of Purchaser’s Remedies Clause in Contracts

Purchaser’s Remedies. 10.1. The Purchaser shall not be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance with the terms of clauses 3.9 or 7.3.3) but (without prejudice to clause 6.2 in respect of a breach of clause 6.1) shall be entitled only to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights of rescission it may have in respect of any such matter (howsoever, or whenever, arising or deemed to arise), other than any such rights arising in respect of fraud of the Seller. 10.2. The Purchaser acknowledges and represents that it has not relied on or been induced to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deed. 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.

Purchaser’s Remedies. 10.1. 9.1 The Purchaser shall not be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance with the terms of clauses 3.9 or 7.3.3) but (without prejudice to clause 6.2 in respect of a breach of clause 6.1) shall be entitled only to claim damages that any fact, matter or circumstance causes any of the Seller Warranties to be breached or renders any of the Seller Warranties misleading if it has been fairly disclosed in respect of such matter and, accordinglythe Share Purchase Documents, the Purchaser waives all and any rights of rescission it may have Disclosure Letter or the Accounts in respect the absence of any such matter (howsoever, fraud or whenever, arising or deemed to arise), other than any such rights arising in respect of fraud dishonesty on the part of the SellerSeller or its agents or advisers and only those matters so disclosed in the Share Purchase Documents, the Disclosure Letter or the Accounts shall qualify the Seller Warranties. 10.2. The Purchaser acknowledges and represents that it has not relied on or been induced 9.2 No liability shall attach to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of claims under the Seller Warranties if and to the extent that the limitations referred to in accordance with sub-clause 9.1 apply, in the absence of any fraud or dishonesty on the part of the Seller or its agents or advisers. 9.3 The Seller’s liability for any claims under this Agreement shall be limited or other than against excluded, as the Warrantors case may be, as set out in respect Schedule 5 (Limitations on Seller’s Liability). 9.4 (A) If, between the execution of this Agreement and First Completion, the Purchaser becomes aware (whether it does so by reason of any disclosure made under clause 8.3 (Seller Warranties) or not) that any of the warranties in accordance with Seller Warranties is or was inaccurate or misleading or that there has been any breach or breaches of any of the Warranty Deed. 10.3. A Relevant Person may enforce the terms Seller Warranties or any other term of this clause 10 subject Agreement, in each case having a Material Adverse Effect, the Purchaser may terminate this Agreement by notice in writing to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000Seller. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.

Purchaser’s Remedies. 10.1. The 12.1 Each of the Shareholders undertake to disclose in writing to the Purchaser shall not anything which is or may constitute a Claim or be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance inconsistent with the terms contents of clauses 3.9 the Disclosure Letter directly it comes to the notice of any of them either before, at the time of, or 7.3.3) but (without prejudice to clause 6.2 in respect after Completion. 12.2 The rights and remedies of a breach of clause 6.1) shall be entitled only to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights of rescission it may have in respect of any such matter (howsoeverbreach of the Warranties or the Covenant for Taxation shall not be affected by Completion or by any investigation made, or wheneverwhich could have been made, arising by it or deemed to arise), other than any such rights arising in respect of fraud on its behalf into the affairs of the SellerCompany. 10.2. The Purchaser acknowledges and represents that it has not 12.3 If any Claim is made, no Shareholder shall make any claim against the Company or any director or employee of the Company on whom he may have relied on or been induced before agreeing to enter into any terms of this Agreement or authorising any statement in the Disclosure Letter. This sub-clause shall not preclude any Shareholder from claiming against any other Transaction Document Shareholder under any right of contribution or indemnity to which he may be entitled. 12.4 In the event of a Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, subject to the provisions of Section 13.5 the Shareholders agree to pay on demand to the Purchaser a sum by any representationway of damages as agreed between the Shareholders and the Purchaser or, warrantyin default of such agreement, statementas determined by order of a court of competent jurisdiction which is the higher of: (a) an amount sufficient to put the Company into the position which would have existed if the Warranties had been true and accurate or not misleading when given or repeated; (b) an amount equal to the resulting diminution in value of the Shares; (c) the amount by which the assets of the Company are less, promiseor less valuable, forecast or assurance its liabilities greater, than the values at which the same were included in the Management Accounts or (whether contractual if the Purchaser so elects) than they would have been if the Warranty concerned had been true and accurate and not misleading; and (d) the amount by which the profitability of the Company is less, or otherwise) given by any Relevant Person other thanits losses greater, than would have been in the case if the Warranty concerned had been true and accurate and not misleading, calculated on the same basis as if such reduction in profitability or increase in losses were suffered as the result of an actionable wrong done to the Seller, Company. 12.5 This clause applies if at any time the Warranties, or Purchaser makes any Claim against any Shareholder in circumstances where no disclosure has been made in the case Disclosure Letter and (notwithstanding the express provisions of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim ) such Shareholder avoids or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deed. 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any limits liability of any person arising as a result of a court of competent jurisdiction holding that person’s fraudthe Claim (or any part of it) should fail or the quantum recoverable should be reduced because the Purchaser has or is deemed to have knowledge of the matters which give rise to the breach of Warranty. Subject to the provisions of Clause 13.5, the Shareholders covenant to pay to the Purchaser on demand an amount equal to the amount which the Purchaser would have been entitled to recover from the Shareholders but for the Purchaser having or being deemed to have knowledge of the matters giving rise to the breach of Warranty. 12.6 Subject to the provisions of Clause 13.5 the Shareholders shall indemnify the Purchaser against all costs (including legal costs on an indemnity basis as defined in Rule 44.4(3) of the Civil Procedure Rules 1998), expenses or other liabilities which the Purchaser may reasonably incur either before or after the commencement of any action in connection with: (a) the settlement of any Non-Tax Claim; (b) any legal proceedings in respect of any Non-Tax Claim in which judgement is given for the Purchaser; or (c) the enforcement of any such settlement or judgement. 12.7 Any amount paid by the Shareholders to the Purchaser in respect of any of the provisions of this Agreement shall be treated as paid to the Purchaser by way of pro rata reduction in the Consideration.

Purchaser’s Remedies. 10.1. 8.1 The Purchaser shall not be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance with the terms of clauses 3.9 or 7.3.3) but (without prejudice to clause 6.2 in respect of a breach of clause 6.1) shall be entitled only to claim damages that any fact, matter or circumstance causes any of the Seller Warranties to be breached or renders any of the Seller Warranties misleading if it has been fairly disclosed in respect of such matter and, accordinglythe Share Purchase Documents, the Purchaser waives all and any rights of rescission it may have Disclosure Letter or the Audited Accounts in respect the absence of any such matter (howsoever, fraud or whenever, arising or deemed to arise), other than any such rights arising in respect of fraud dishonesty on the part of the SellerSeller or its agents or advisers and only those matters so disclosed in the Share Purchase Documents, the Disclosure Letter or the Audited Accounts shall qualify the Seller Warranties. 10.2. The Purchaser acknowledges and represents that it has not relied on or been induced 8.2 No liability shall attach to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of claims under the Seller Warranties if and to the extent that the limitations referred to in sub-clause 8.1 apply, in the absence of any fraud or dishonesty on the part of the Seller or its agents or advisers. 8.3 The Seller’s liability for any claims under this Agreement shall be limited or excluded, as the case may be, as set out in Schedule 5 (Limitations on Seller’s Liability). (A) If, between the execution of this Agreement and Completion, the Purchaser becomes aware (whether it does so by reason of any disclosure made under clause 7.3 (Seller Warranties) or not) that any of the Seller Warranties is or was inaccurate or misleading or that there has been any breach or breaches of any of the Seller Warranties or any other term of this Agreement, in each case having a Material Adverse Effect, the Purchaser may terminate this Agreement by notice in writing to the Seller. (B) If this Agreement is terminated in accordance with sub-clause 8.4(A) (and without limiting the Purchaser’s right to claim damages): (i) the Seller will indemnify the Purchaser on demand on an after-Tax basis for all reasonable costs and expenses incurred by the Purchaser in accordance with sub-clause 17.2 (Costs and expenses); and (ii) all obligations of the Purchaser under this Agreement shall end (except for the provisions of clauses 15 (Announcements) and 16 (Confidentiality)), but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination for breach of this Agreement shall continue to exist. (C) (For the avoidance of doubt but without limiting clause 10 (Remedies and waivers)), the Purchaser’s right to terminate this Agreement in accordance with sub-clause 8.4(A) is not exclusive of any rights, powers and remedies provided by law. 8.5 If, following Completion, the Purchaser becomes aware that there has been any breach of the Seller Warranties or any other term of this Agreement, the Purchaser shall not be entitled to terminate this Agreement but shall be entitled to claim damages or exercise any other right, power or remedy under this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deedas otherwise provided by law. 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.

Purchaser’s Remedies. 10.1. The 9.1 If on or prior to Completion, it becomes apparent that the Vendors are in breach of any of the Warranties of the Vendors or other terms under this Agreement, the Purchaser shall not be entitled entitled, in any circumstances addition to and without prejudice to all other rights and remedies available to the Purchaser in respect thereof, to rescind this Agreement or treat by notice in writing to the Vendors to that effect whereupon: (1) the Vendors shall forthwith indemnify the Purchaser in full for and against all costs, charges and expenses (including, but not limited to, all legal and other professional fees and expenses) incurred by the Purchaser in connection with the negotiation, preparation and rescission of this Agreement; (2) all other provisions of this Agreement shall cease to have any effect except for Clause 9, 12 and 18. 9.2 In addition to Purchaser’s remedies under Clause 12, after Completion, the Vendors shall indemnify the Purchaser in respect of all its costs (including all its legal costs), expenses or Losses which the Purchaser may incur either before or after the commencement of any action in connection with: (1) the settlement of any claim that any of the Warranties of the Vendors is untrue or misleading or has been breached; (2) any legal proceedings in which the Purchaser claims that any of the Warranties of the Vendors is untrue or misleading or has been breached and in which judgment is given for the Purchaser; (3) the enforcement of any such settlement or judgment. 9.3 In the event that, due to any reasons not attributable to any of the Parties hereto, any of the Conditions Precedent as terminated (set out in the Clause 7.1 has not been fulfilled by the expiration of the time limit for satisfying the Conditions Precedent as specified in Clause 7.2, or the Completion as set out in Clause 8 does not take place on or prior to the Completion Date, any of the Parties hereto has no right to claim against the other than Party in respect of the cost, fees, expenses or any other relevant losses arising out of the execution and performance of this Agreement, unless otherwise agreed. 9.4 In the event that, due to the reasons of the Vendors, any of the Conditions Precedent as set out in the Clause 7.1 has not been fulfilled by the expiration of the time limit for satisfying the Conditions Precedent as specified in Clause 7.2, or the Completion as set out in Clause 8 does not take place on or prior to the Completion Date, the Vendors shall be deemed to have breached this Agreement and shall be responsible for indemnifying the Purchaser in accordance with the terms Applicable Laws and this Agreement. 9.5 In the event that, due to the reasons of clauses 3.9 the Purchaser, any of the Conditions Precedent as set out in the Clause 7.1 has not been fulfilled by the expiration of the time limit for satisfying the Conditions Precedent as specified in Clause 7.2, or 7.3.3) but (without prejudice the Completion as set out in Clause 8 does not take place on or prior to clause 6.2 in respect of a breach of clause 6.1) the Completion Date, the Purchaser shall be entitled only deemed to have breached this Agreement and shall be responsible for indemnifying the direct and actual Losses of the Vendors. 9.6 The rights of the Parties pursuant to this clause shall not be taken as restricting any of the rights or ability by the other Parties to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights of rescission it may have in respect of any such matter (howsoever, under other terms or whenever, arising or deemed to arise), other than any such rights arising in respect of fraud of the Sellerprovisions herein. 10.2. The Purchaser acknowledges and represents that it has not relied on or been induced to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deed. 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.

Purchaser’s Remedies. 10.110.1 The rights and remedies of the Purchaser in respect of any breach of the Warranties, the Tax Covenant, clause 3.5 or clause 8.4 shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Group Companies, or by any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release. The No information relating to the Group Companies of which the Purchaser has knowledge (actual, imputed or constructive) other than by reason of its being Disclosed in accordance with clause 8.1 shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement. 10.2 Notwithstanding that the Purchaser becomes aware at any time after Completion (whether or not by reason of the Disclosure Letter or any of the documents annexed to the Disclosure Letter): (a) of a fact or circumstance which gives rise to or which would or might give rise to a Claim; (b) that there has been a breach of any other provision of this Agreement; or (c) that there may be any other claim against any Vendor under any warranty, representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment given by or on behalf of any Vendor in connection with this Agreement, the Purchaser shall not be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance with the terms of clauses 3.9 or 7.3.3) but (without prejudice to clause 6.2 in respect of a breach of clause 6.1) shall only be entitled only to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights of rescission it may have in respect of any such matter (howsoever, or whenever, howsoever arising or deemed to arise), other than any such rights arising in respect of fraud of the Sellerfraud. 10.2. The Purchaser acknowledges and represents that it has not 10.3 If any Claim is made, no Warrantor shall make any claim against any Group Company or any director or employee of any Group Company on whom he may have relied on or been induced before agreeing to enter into any terms of this Agreement or authorising any statement in the Disclosure Letter. This clause shall not preclude any Warrantor from claiming against any other Transaction Document Warrantor under any right of contribution or indemnity to which it may be entitled. 10.4 Any amount paid by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect any of the warranties in accordance with the Warranty Deed. 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of this Agreement shall, to the Contracts (Rights extent possible, be treated as paid to the Purchaser by way of Third Parties) Xxx 0000pro rata reduction in the Consideration paid to such Warrantor. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.

Purchaser’s Remedies. 10.1. The 9.1 Subject to sub-clause 9.2, the Purchaser on the one hand and the Seller and the Covenantor on the other shall not be entitled in to claim both before and after Completion that any circumstances to rescind this Agreement of the Warranties for which the other is liable has or treat this Agreement as terminated had been breached and (other than in accordance with clause 11 (Effect of Completion), Completion shall not in any way constitute a waiver of any of their respective rights. 9.2 Except in the terms event of clauses 3.9 fraud or 7.3.3) but (without prejudice to clause 6.2 in respect dishonesty on the part of a breach the Seller or the Covenantor or, as the case may be, the Purchaser, none of clause 6.1) the parties shall be entitled only to claim that any fact causes any of the Warranties to be breached if fully and fairly disclosed in the Seller's Disclosure Letter or, as the case may be, the Purchaser's Disclosure Letter or in any document referred to in, and delivered to the Purchaser or, as the case may be, the Seller with either of such Disclosure Letters. 9.3 If, between the date of this agreement and Completion, any party (the "INNOCENT party") becomes aware (whether it does so by reason of any disclosure made under clause 7 (Seller's and Covenantor's Warranties, Covenants and Indemnity) or clause 8 (Purchaser's Warranties and Undertakings) or not) that there has been any breach of any of the Warranties or any other term of this agreement by the other party or parties, the innocent party may not terminate this agreement, but, following Completion, shall be entitled to make a claim for damages in respect of such matter breach and, accordinglywithout limiting clause 12 (Remedies and Waivers), nothing in this clause 9.3 shall limit any rights, powers and remedies provided to the innocent party by law. 9.4 Each of the parties to this agreement acknowledges that the restrictions contained in clause 17 (Announcements) and clause 18 (Confidentiality) shall continue to apply after the termination of the sale and purchase of the Shares under this agreement without limit in time. 9.5 Except as stated expressly in this clause, this clause shall not limit any other clause of this agreement and in particular clause 12 (Remedies and Waivers). 9.6 Notwithstanding anything contained herein: (A) no liability of the Seller or the Covenantor or the Purchaser waives all and (as the case may be) shall in any rights of rescission it may have event arise in respect of any claim under any Seller Warranty or Purchaser Warranty (as the case may be) or this agreement unless: (i) the amount of a single claim exceeds one per cent. of the Completion Payment; or (ii) the amount of a single claim (when aggregated with the amount of any claim then or previously made hereunder) exceeds one per cent. of the Completion Payment in which event the whole of such matter claim and all previous claims may be recoverable in full; (howsoever, or whenever, arising or deemed to arise), other than any such rights arising B) the aggregate liability of the Seller and the Covenantor in respect of fraud all breaches under the Seller Warranties and this agreement shall not exceed the aggregate of US$7,900,000 and any Performance Shares issued to the Seller from time to time; (C) the aggregate liability of the Seller.Purchaser in respect of all breaches under the Purchaser Warranties and this agreement shall not exceed US$7,900,000; 10.2. The (D) no claim in respect of any breach of any Seller Warranty or Purchaser acknowledges Warranty or this agreement shall be made against the Seller and/or the Covenantor or Purchaser (as the case may be) to the extent that provision or allowance therefor has been made in the Accounts or the Purchaser Accounts (as the case may be); (E) neither the Seller nor the Covenantor shall be liable for any breach of any Seller Warranty and represents that it the Purchaser shall not be liable for any breach of any Purchaser Warranty unless written notice of such breach (so far as reasonably practicable specifying in reasonable detail the event, matter or default which gives rise to the breach and an estimate of the amount claimed) has not relied on been given to the Seller and/or the Covenantor or been induced to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance the Purchaser (whether contractual or otherwiseas the case may be): (i) given by any Relevant Person other than, in the case of a claim in respect of Taxation, before 12th September, 2008; (ii) in any other case before 12th September, 2004. (F) neither of the SellerSeller or the Covenantor nor the Purchaser shall be liable in respect of any breach of any of the Seller Warranties or Purchaser Warranties (as the case may be) or this agreement; (i) if a claim relating thereto would not have arisen but for a change in legislation made after the date hereof which takes effect retrospectively (whether relating to Taxation, rates of Taxation or otherwise) or the Warranties, withdrawal after the date of this agreement of any extra-statutory concession previously made by the relevant tax authority; or (ii) to the extent that a claim relating thereto arises as a result only of any voluntary changes in the accounting reference date of any member of the Group or the Purchaser (as the case may be) or in the case accounting bases upon which any member of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person Group or the Warrantors Purchaser (as the case may be) values its assets introduced and having effect after Completion with retrospective effect; or (iii) to the extent that such liability is contingent unless and until such liability ceases to be contingent or becomes an actual liability and is deemed payable but provided that this sub-clause 9.6(F)(iii) shall not operate to avoid a claim of which notice is given within the applicable time limits specified in sub-clause 9.6(E); and (G) neither of the Seller or the Covenantor nor the Purchaser shall be liable in respect of any claim for a breach of any Seller Warranty or Purchaser Warranty (as the case may be) to the extent that the claim arises by reason of a voluntary act or transaction carried out (other than pursuant to a legally binding obligation of the Company or the Purchaser (in equity, contract as the case may be) entered into prior to the date of Completion) by the Company or tortthe Purchaser (as the case may be) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, after Completion otherwise than in the case ordinary course of the Seller, the Warranties Company's or in Purchaser's business (as the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that: 10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and 10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deedmay be). 10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000. 10.4. Nothing in this clause 10 shall have the effect of limiting or restricting any liability of any person arising as a result of that person’s fraud.