Common use of Seller’s Liability Clause in Contracts

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save 13.1 In the event of a breach of the Seller’s Representation and Warranties and/or in the case event of fraud or fraudulent concealment by the Seller’s failure to fulfil any of its obligations under this Agreement, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: compensate (iNw. erstatte) the Buyer notifies from and against any reasonably foreseeable direct, net loss thereby suffered or incurred by either of the Buyer, the Company or the Subsidiary (the “Loss”), on the terms and conditions set out in this section 13. 13.2 The Buyer shall actively and in good faith seek to mitigate its Loss. 13.3 The Seller’s duty to indemnify the Buyer for any Loss suffered by the Buyer, the Company or the Subsidiary as a result of the Seller’s breach of any of the Seller’s Representation and Warranties shall be subject to the following limitations: a) The Seller shall have no obligation to indemnify the Buyer unless the Buyer gives notice to the Seller in detail and in writing within 10 Business Days after the Buyer became aware of the alleged basis for events or circumstances giving rise to the claim. The Buyer’s notice shall state the specific grounds supporting the claim. Any claim shall within reasonable time following Buyer’s notice be supported by information about the amount of the claim within two (2and written documentation necessary to support the claim. b) months The Seller shall only be liable for Loss if the Seller receive notice of such Loss no later than on the first anniversary of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relatesClosing Date. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from for breach of the Seller’s negligenceRepresentation and Warranties contained in section 12.11 (Taxes) shall, however, expire two years after the Closing Date. 13.4 The Seller shall not be liable for any Loss unless (i) each individual Loss exceeds USD 1,000,000; (ii) until the aggregate amount of all Losses (excluding the Losses for which the Seller has no liability according to sub-section (i) above) exceeds USD 5,000,000 (for the purposes of this section 13.4 the “Basket Amount”), but shall then be liable for the entire amount and not just the excess of the Basket Amount; but (iii) only for aggregate Losses up to a total amount equivalent to 25% of the Purchase Price. 13.5 The Seller has invited Teekay to perform a due diligence investigation of the Company and the Subsidiary, including a physical inspection of the FPSO Sevan Piranema, and Teekay has completed its due diligence investigation prior to entering into the Agreement. The Buyer’s right to compensation or (y) other remedies under this Agreement shall not extend to matters which Teekay or any of its advisors had or reasonably could have acquired knowledge of from the Disclosed Information or other information provided by Seller or any of its advisors to Teekay in connection with the transactions contemplated by this Agreement, including any matter, circumstance, event or issue referred to in the Disclosed Information or information which the Seller has made publicly available. 13.6 The limitations of the Seller’s liability incurred set out in this section 13 shall not apply in the event of fraud or wilful or negligent misrepresentation on the part of the Seller. 13.7 The remedies provided for in this section 13 shall exclude any other claim for damages, Purchase Price reduction and all other remedies which would otherwise be available by law, including the Buyer Norwegian Sales of Goods Act 27/1988. 13.8 Petroleum National Agency has applied a penalty to Petrobras of BRL 4.5 million for non-conformities identified with respect to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to Piranema FPSO. To the extent arising out the penalty is upheld (regardless of the errors or omissions amount) and Petrobras seeks a recourse from the Company and/or the Subsidiary, the Seller shall hold the Buyer, the Company and the Subsidiary harmless from and against all such recourse claims (including any reasonable legal and other fees and costs incurred in connection with defending such recourse claim) without any of Sellerthe limitations set out in section 13.3, 13.4 and 13.5 being applicable. 13.9 The Seller will hold the Buyer, the Company and the Subsidiary harmless for any penalty imposed by a Governmental Entity for late filings of the Financial Statements, without any of the limitations set out in section 13.3, 13.4 and 13.5 being applicable.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR In no event shall the Seller’s Liability or the Purchaser’s Liability under this Agreement (whether under this Article 8 or otherwise) exceed fifteen percent (15%) of the Purchase Price (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to (A) any Damages arising under Section 9.1(a), (B) any intentional misrepresentation or willful breach of any matter contained herein or fraud; (C) breaches of the representations and warranties described in Sections 8.4(a) and (b); (D) any Retained Liability or Assumed Liability; or (E) breaches of any of Seller Parties’ or Purchaser’s covenants herein. With respect to breaches of the representations and warranties described in Sections 8.4(a) and (b), in no event shall the Seller’s Liability under this Agreement (whether under this Article 8 or otherwise) exceed one hundred percent (100%) of the Purchase Price. (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save Notwithstanding anything to the contrary in this Agreement, neither the case of fraud or fraudulent concealment by the Seller, Purchaser Indemnitees nor the Seller Indemnitees shall be entitled to assert any claims for indemnification under no liability this Article 8 or Article 9 unless and until the aggregate Damages are in respect excess of $1,600,000 (the “Aggregate Basket Amount”) and, in such event, for the amount of all such Damages, subject to Section 8.5(a)(i); provided, however, that the Aggregate Basket Amount shall not apply to (A) any Damages arising under Section 9.1(a), (B) any intentional misrepresentation or willful breach of any claim under matter contained herein or fraud; (C) any Retained Liability or Assumed Liability; or (D) breaches of any of Seller Parties’ or Purchaser’s covenants herein. Neither the Contract and any such claim Purchaser Indemnitees or Seller Indemnitees shall be wholly barred and unenforceable unless: entitled to assert any claims for indemnification under this Article 8 or Article 9 in an amount less than $25,000 (ithe “Individual Basket Amount”); provided, however, that the Individual Basket Amount shall not apply to (A) the Buyer notifies the any Damages arising under Section 9.1(a); (B) any intentional misrepresentation or willful breach of any matter contained herein or fraud; (C) any Retained Liability or Assumed Liability; or (D) breaches of any of Seller Parties’ or Purchaser’s covenants herein. (iii) The parties acknowledge that, except as expressly provided in detail and in writing of the alleged basis for the claim within two Article 2 or Article 3, (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (iiA) the Seller Parties have not made nor are making any representations and warranties whatsoever regarding the subject matter of this Agreement, express or implied, and (B) the Purchaser is permitted not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (iv) Without limiting the effect of any other limitation contained in this Article 8, for purposes hereof, no representation or warranty of the Seller Parties in Article 2 or Article 3 is deemed to inspect any and all property with respect to which the Services are claimed be or to have been defective inaccurate if (I) the Purchaser (including any of the Purchaser’s Representatives) obtained actual knowledge of the inaccuracy of such representation or warranty before the Closing and (II) the Purchaser elected nonetheless to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that proceed with the above provisions of this Closing. (v) Except as set forth in Section 10 are reasonable 8.5(a)(iv), the representations, warranties and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability covenants of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may Parties shall not be limited affected or excluded deemed waived by law to the extent arising out reason of any investigation made by or on behalf of the errors Purchaser (including any of the Purchaser’s Representations) or omissions by reasons of Sellerany facts or circumstances that the Purchaser or any of the Purchaser’s Representatives should have known but did not actually know.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case 2.1 The liability of fraud each Seller and Warrantor under or fraudulent concealment by the Seller, the Seller pursuant to this Agreement shall be several only and such liability shall be limited to the amounts set out in paragraph 1.4 of this Schedule 5. None of the Sellers or Warrantors shall be liable under no liability this Agreement in respect of any claim under the Contract and for breach of this Agreement (or any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the other documents to be entered into pursuant to this Agreement) by another Seller or Warrantor. 2.2 Each Seller shall only be liable in respect of any breach of a Title and Capacity Warranty or any other claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of under this Section 10 are reasonable and reflected in the price which would be higher without those provisions Agreement and the Buyer will accept such risk and/or insure accordingly. Nothing Warrantors shall only be liable in these Terms respect of any breach of a Management Warranty if and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting that, in each case, such claim is admitted by the relevant Seller or the Warrantors (as the case may be) or determined by a court of competent jurisdiction. 2.3 Without prejudice to Clause 8 (Warranties), Clause 9 (Whole Agreement and Remedies) and Schedule 4 (Warranties given by the Sellers and Warrantors under Clause 8) of this Agreement, the Purchaser acknowledges and agrees that, except for the specific Warranties set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4, none of the Sellers or Warrantors gives or makes, nor shall there be implied, any warranty as to the accuracy of any information (whether in writing, verbal or howsoever provided), including the forecasts, estimates, projections, statements of intent, statements of opinion, or other forward looking statements provided to the Purchaser (howsoever provided) on or prior to the date of this Agreement, including any information in the Information Memorandum, the Management Presentations, the Data Room, the Disclosure Letter, the Due Diligence Reports, any other due diligence report prepared by or on behalf of the Purchaser or the information supplied to or made available to the Purchaser during its due diligence exercise nor, apart from the Seller’s negligence; specific Warranties set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4, is any warranty given or (y) liability incurred by the Buyer shall any warranty be implied as to the extent resulting from fraud accuracy or fraudulent misrepresentation by completeness of, or otherwise in respect of, the Seller; contents of any of the foregoing, nor is there any obligation on any Group Company, Seller or (z) Warrantor or their respective advisers to update any other matter of the foregoing or to correct any inaccuracies therein which may not be limited or excluded by law to become apparent. For the extent arising out avoidance of doubt, (in the case of the errors Warrantors only, solely in respect of the specific Warranties on the Due Diligence Reports set out in paragraphs 2.8, 2.9 and 2.10 of Schedule 4), none of the Warrantors or omissions the Sellers shall have any liability or responsibility whatsoever in respect of Sellerany of the foregoing information or documents mentioned in this paragraph 2.3.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR In no event shall the Seller’s Liability under this Agreement (iiwhether under this Article 8 or otherwise) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIMexceed twenty-five percent (25%) of the Purchase Price (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to (A) any Damages resulting from any breach of any representation or warranty set forth in Section 2.2 [Authorization], Section 2.6 [Taxes] Section 2.7(a) [Assets] and Section 2.12 [Environmental Matters] or (B) and Damages arising under Section 9.1(a) or (C) any indemnification rights under Section 8.1(c), (d) or (e). UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITYNotwithstanding anything to the contrary in this Agreement, the Purchaser Indemnitees shall not be entitled to assert any claims for indemnification under this Article 8 unless and until the aggregate Damages are in excess of two percent (2.0%) of the Purchase Price (the “Deductible”) and, in such event, only for amounts in excess of the Deductible; provided, however that the Deductible shall not apply to any indemnification rights under Section 8.1(c), (d) or (e), Section 9.1 or breaches of representations and warranties contained in Section 2.6. Save Notwithstanding anything to the contrary in this Agreement, the Seller shall not be liable for any Taxes relating to the Acquired Assets as a result of the breach of any representation or warranty contained in Section 2.6 to the extent that such Taxes are for any period after the Initial Closing Date in the case of fraud Acquired Assets other than the Acquired Assets located in China or fraudulent concealment by for any period after the SellerChina Closing Date in the case of the Acquired Assets located in China. (ii) The parties acknowledge that, except as expressly provided in Article 2 or Article 3, (A) neither the Seller shall be under no liability in respect nor Interconnect has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, and (B) the Purchaser is not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (iii) The representations, warranties, covenants and agreements made by any party to this Agreement, and the rights of any claim under other party to this Agreement to recover for breaches thereof, shall not be affected, limited or compromised in any respect by any actual or imputed knowledge on the Contract and part of the Purchaser or its Affiliates or Representatives, or due diligence investigation or any other inquiries or investigations by such claim shall be wholly barred and unenforceable unless: (i) other party, regardless of the Buyer notifies results thereof. Without limiting the effect of any other limitation contained in this Article 8, for purposes hereof, a representation or warranty of the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services Article 2 shall be deemed to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed be or to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that inaccurate even if following the above provisions date of this Section 10 are reasonable Agreement and reflected in before the price which would be higher without those provisions and Initial Closing, (I) the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability Purchaser obtained specific knowledge of the Seller for: inaccuracy of such representation or warranty and (xII) death or personal injury the Purchaser elected nonetheless to proceed with the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerInitial Closing.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT15.1 Unless otherwise expressly provided in this agreement, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATIONany covenant, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save representation, undertaking, warranty, indemnity or other obligation given or assumed by more than one Seller in the case this agreement is given or assumed by each Seller severally in respect of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability itself only and not in respect of any claim under the Contract and other Seller (such that no Seller shall have any such claim liability for any breach of this agreement by any other Seller) except that where there is more than one Trustee Seller of a Trust, any covenant, undertaking, warranty indemnity or other obligations shall be wholly barred given or assumed jointly and unenforceable unless: (i) the Buyer notifies the severally by such Trustee Sellers in relation to such Trust. 15.2 If a Trustee Seller in detail and in writing ceases to be a trustee of any of the alleged basis Trusts of which he is a trustee, the obligations contained in this agreement shall cease to apply to him and he shall be released from liability for the claim within two (2) months any breach of the Buyer becoming aware thereof and within one year terms of this agreement which occurs after the completion date of his ceasing to be a trustee of the Services Trust, provided that: 15.2.1 where the Trustee Seller remains a trustee of one or more Trusts, the obligations contained in this agreement shall continue to which apply to him, and he shall retain liability, in respect of such Trust(s); and 15.2.2 the claim relates; Purchaser has consented (such consent not to be unreasonably withheld or delayed) either: 15.2.2.1 to the appointment of a new trustee, where the new trustee appointed in his place executes a deed of adherence to this agreement in a form satisfactory to the Purchaser agreeing to adhere to and (ii) be bound by all the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected agreement expressed to be binding on the new trustee as if he had been named as a Trustee Seller; or 15.2.2.2 when no new trustee is appointed to take the place of the retiring trustee, to the reduction in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability number of trustees of the Seller for: (x) death relevant Trust, provided that each of the remaining trustees of the relevant Trust was either an original party to this agreement as trustee of the Trust or personal injury has subsequently been appointed as trustee to the extent resulting from Trust and has executed a deed of adherence in the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellersame terms as detailed in clause 15.2.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT(a) Subject to the limitations and allocation of liability among Sellers set forth in this Section 10, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the each Seller, on behalf of itself only, hereby agrees to compensate Buyer on a EUR for EUR basis for any Loss actually incurred by Buyer or any Group Company as a result of a breach by such Seller, provided that the relevant Seller has failed to remedy (to the extent remediable to the reasonable satisfaction of Buyer) the breach within 30 days of receipt of notice to do so pursuant to Section 10.6.2(a) in a manner such that Buyer or any Group Company do not suffer Loss as a result of the breach. (b) It is expressly agreed that all consequential and indirect losses and costs (save for reasonably foreseeable indirect losses and costs) for Buyer and/or the Group Companies, including, without limitation, loss of business reputation, synergies, business opportunities, revenues, profits or cost savings or any effects on Buyer’s financing arrangements (except to the extent reasonably foreseeable), are excluded from Sellers’ liability under this Agreement. (c) Any amount payable by a Seller to Buyer as a result of a Claim shall be treated for all purposes as a reduction of the Purchase Price received by such Seller. (d) Subject to the liability of Key Sellers for Leakage pursuant to Section 4.2(c), the liability of each Seller for any breach of this Agreement is individual and several and not joint and several and each Seller shall be under no liability individually and exclusively liable for the Warranties in respect of any claim itself and its Shares and Option Rights and the other covenants and undertakings given by such Seller under the Contract this Agreement. With respect to Warranties, covenants and any such claim undertakings that are not given in respect of an individual Seller or its Shares or Option Rights, each Seller’s liability shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing pro rata to its portion of the alleged basis Purchase Price (not taking into account any Leakage). With respect to covenants and undertakings given by the Key Sellers, all Sellers shall be liable for the claim within two (2) months such covenants and undertakings pro rata to their portion of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and Purchase Price (ii) the Seller is permitted to inspect not taking into account any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of SellerLeakage).

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR Subject to Section 8.5(b), in no event will the Seller’s indemnification Liability under this Agreement (whether under this Article 8, Article 9 or otherwise) exceed forty percent (40%) of the Purchase Price; provided, however that such limitation of the Seller’s Liability shall not apply to any indemnification claim by Purchaser Indemnified Parties under this Article 8 based on the Seller’s breach of any representation or warranty under any of Section 3.1 (Organization and Good Standing) Section 3.2 (Authority and Enforceability), Section 3.3 (No Conflict); Section 3.4 (Capitalization and Ownership), Section 3.8(a) (Assets), Section 3.12 (Tax Matters) or Section 3.19 (Brokers or Finders) (collectively, the “Uncapped Seller Representations”) or the covenants and agreements of the Seller in Sections 2.1 (Purchase and Sale), 2.3 (Escrow), 2.5 (Closing Deliveries), 5.2 (Operation of the Business of the Company), Article 9 (Certain Tax Matters), Section 10.6 (Confidentiality) or Section 11.1(b) (Capital Gains Taxes) (the “Uncapped Seller Covenants”). Notwithstanding anything to the contrary in this Agreement other than Section 8.5(b), the Purchaser Indemnified Parties will not be entitled to assert any claims for indemnification under this Article 8 unless and until the aggregate Losses of the Purchaser Indemnified Parties are in excess of ten percent (10%) of the Purchase Price (the “Deductible”) and, in such event, only for amounts in excess of the Deductible; provided, however, that the Deductible requirement shall not apply to any indemnification claim by Purchaser Indemnified Parties under this Article 8 based on the Seller’s breach of any of the Uncapped Seller Representations or Uncapped Seller Covenants. (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save The parties acknowledge that, except as expressly provided in the case of fraud Article 3 or fraudulent concealment any certificate delivered by the SellerSeller pursuant to this Agreement, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies Seller has not made or is not making any representations, warranties or commitments whatsoever regarding the Seller in detail and in writing subject matter of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; this Agreement, express or implied, and (ii) the Purchaser is not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (iii) Without limiting the effect of any other limitation contained in this Article 8, for purposes hereof, no representation or warranty of the Seller is permitted deemed to inspect any and all property with respect to which the Services are claimed be or to have been defective inaccurate if: (A) on or prior to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions date of this Section 10 are reasonable and reflected in Agreement, the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability Purchaser had specific Knowledge of the Seller for: inaccuracy of such representation or warranty; or (xB) death or personal injury following the date of this Agreement and prior to the extent resulting from Closing, (I) the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out Purchaser obtained specific Knowledge of the errors inaccuracy of such representation or omissions warranty, (II) such inaccuracy, considered together with all other inaccuracies of Sellerany representations or warranties of which the Purchaser had specific Knowledge, was of a nature that would have caused the condition set forth in Section 6.2(a) not to be satisfied, and (III) the Purchaser elected nonetheless to proceed with the Closing.

Seller’s Liability. THE COMPANYSELLER’S TOTAL LIABILITY TO THE CUSTOMER BUYER IN CONTRACT, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANYSELLER’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Seller, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable and reflected in the price which would be higher without those provisions and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Seller.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACTExcept as provided in this Agreement and subject to Section 6.5(b), TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY1) MISREPRESENTATIONin no event will the Sellers’ Liability under this Agreement, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save in the case of fraud or fraudulent concealment by the Selleraggregate, the Seller shall be under no liability in respect of any claim under the Contract and any such claim shall be wholly barred and unenforceable unless: (i) the Buyer notifies the Seller in detail and in writing of the alleged basis for the claim within two exceed $2,000,000, provided that (2) months if any Purchaser Indemnitee is seeking, or is entitled to seek, indemnification from the Sellers for Damages due to (A) the breach of the Buyer becoming aware thereof representations and within one year after warranties contained in the completion first sentence of Section 2.10(a) (Assets), the breach of the Services to representations and warranties contained in Section 2.13 (Intellectual Property), or (B) the breach of any covenants of the Sellers set forth in this Agreement, other than Section 8.4 (Non-Competition) or other than Section 4.2(d) (for which the claim relates; and provisions of Section 4.2(d) will exclusively govern), or Damages arising under Section 6.1(iv), Section 6.1 (iivi) or Section 6.1(vii), then Sellers’ Liability under this Agreement shall not in the aggregate exceed the Purchase Price paid to the Sellers hereunder, (C) the Seller is permitted to inspect breach of the representations and warranties contained in Section 2.9 (Tax Matters), (D) any and all property Excluded Liability or (E) the breach of Section 8.4 (Non-Competition), then solely with respect to which (C) through (E) hereunder, the Services are claimed limitations set forth in this Section 6.5(a) with respect to have been defective the aggregate amount recoverable by the Purchaser Indemnitees under this Agreement shall not be applicable to or otherwise limit any such Purchaser Indemnitee’s recovery for such claim, and provided further that, (3) subject to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions express limitations in Section 6.5(a)(1) and the last sentence of this Section 10 are reasonable 6.5(a), in no event will Sellers’ cumulative Liability with respect to any or all of the matters set forth in Sections 6.5(a)(1) and reflected 6.5(a)(2)(A) through (B) exceed the Purchase Price paid to the Sellers hereunder. For the avoidance of doubt, if the Sellers breach a covenant in the price Agreement (other than Section 8.4, or Section 4.2(d) for which would be higher without those the provisions of Section 4.2(d) will exclusively govern) and such breach results in Damages to the Purchaser equal to the Purchase Price, and the Buyer will accept Sellers also breach the representation and warranty in Section 2.7 of this Agreement and such risk and/or insure accordingly. Nothing breach results in these Terms and Conditions limits or excludes Damages to the liability Purchaser equal to $1,500,000, the maximum recovery that the Purchaser shall have hereunder is the Purchase Price (following deduction to give effect of the Seller for: next sentence). Notwithstanding anything to the contrary in this Agreement, the Purchaser Indemnitees will not be entitled to assert any claims for indemnification (xA) death or personal injury under Section 6.1(i) (other than a breach of the representations and warranties contained in the first sentence of Section 2.10(a) (Assets), the breach of the representations and warranties contained in Section 2.9 (Tax Matters), the breach of the representations and warranties contained in Section 2.13 (Intellectual Property)), unless and only to the extent resulting from that the Seller’s negligence; aggregate Damages are in excess of $100,000, or (yB) liability incurred by under Section 6.1(vii) or with respect to a breach of the Buyer representations and warranties contained in Section 2.13 (Intellectual Property), unless and only to the extent resulting from fraud or fraudulent misrepresentation by that the Seller; or (z) any other matter which may not be limited or excluded by law aggregate Damages with respect to the extent arising out such matters are in excess of the errors or omissions of Seller$50,000.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT11.1 Without prejudice to any other limitations set out in any other Transaction Document, TORT (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF (i) US$5,000 OR (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save save for any amounts due from any of the Sellers pursuant to clause 5 which shall be calculated in accordance with the case provisions of fraud or fraudulent concealment by the Sellerclause 5, the maximum liability of each Seller shall be under no liability in respect of any claim Relevant Claim (together with any additional amount payable under the Contract and any clause 14 in respect of such claim Relevant Claim) shall be wholly barred and unenforceable unless: limited to the proportionate amount of the aggregate of the Consideration actually received by the relevant Seller, as set out in the Completion Proceeds Schedule. 11.2 No Seller shall be liable in respect of any Relevant Claim unless the Buyer shall have given to the Seller written notice of such Relevant Claim specifying (iin such reasonable detail as is reasonably available to the Buyer at the time) the Buyer notifies matter(s) which gives rise to the Seller in detail and in writing Relevant Claim, the nature of the alleged basis for claim and (if practicable) the claim within amount claimed in respect thereof on or before the date falling two (2) years after Completion. 11.3 Any Relevant Claim notified pursuant to clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the relevant notice has been given by the Buyer, unless at such time legal proceedings in respect of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which the Services are claimed to Relevant Claim have been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that the above provisions of this Section 10 are reasonable commenced by being both issued and reflected served. 11.4 Nothing in the price which would Transaction Documents shall or shall be higher without those provisions and deemed to relieve or abrogate the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits respect of any Relevant Claim of any common law or excludes the liability other duty to mitigate any loss or damage. 11.5 No Seller shall be liable in respect of the Seller for: (x) death or personal injury any Relevant Claim to the extent resulting that the subject of such Relevant Claim has been made or is made good or is otherwise compensated for without cost to the Buyer or any other member of the Buyer’s Group. 11.6 The Sellers shall not be liable under any Transaction Document in respect of any loss of profit, loss of goodwill or any indirect, punitive or consequential losses. 11.7 The Buyer shall not be entitled to recover from any Seller under any Transaction Document more than once in respect of the Seller’s negligence; same fact, matter or (y) liability incurred circumstance in respect of any Relevant Claim. 11.8 Unless expressly provided otherwise, all representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by the Buyer to the extent resulting from fraud Sellers are made, given or fraudulent misrepresentation entered into severally by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out each of the errors or omissions of SellerSellers.

Seller’s Liability. THE COMPANY’S TOTAL LIABILITY TO THE CUSTOMER IN CONTRACT(a) As long as the Indemnity Escrow Amount has not been exhausted or released in accordance with the terms of this Agreement and the Escrow Agreement, TORT the Purchaser Indemnified Parties shall first seek monetary recovery from such Indemnity Escrow Amount with respect to any Claims made against Seller(s) under Article 8 and, notwithstanding anything to the contrary in this Agreement, the Sellers shall be solidarily liable for the full amount of any such Claims. (INCLUDING CLAIMS FOR NEGLIGENCE OR BREACH OF STATUTORY DUTYb) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE GREATER OF Once the Indemnity Escrow Amount is fully exhausted and subject to the monetary limitations of liability provided under Sections 8.5 and 8.15(c) : (i) US$5,000 OR if the Purchaser Indemnified Parties seeks any monetary recovery for any Claim against a Seller (a) for the breach or inaccuracy of any representation or warranty of such Seller contained in Article 3 or in an Ancillary Agreement to which such Seller is a party, (b) for any breach or non-performance by such Seller of any of its covenants in this Agreement or in any Ancillary Agreement to which such Seller is a party, or (c) with respect to such Seller’s fraud such breaching Seller alone shall be severally (not solidarily) liable to the Purchaser Indemnified Parties and the Purchaser Indemnified Parties cannot seek monetary recovery from any other Sellers in respect of such Claim; and (ii) THE CONSIDERATION FOR THE SERVICES PAYABLE EACH CALENDAR YEAR UNDER THE CONTRACT THAT ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCE SHALL COMPANY’S LIABILITY EVER EXCEED ITS PROPORTIONATE SHARE WHERE MORE THAN ONE PARTY HAS LIABILITY. Save if the Purchaser Indemnified Parties seeks any monetary recovery for any Claim against the Sellers (A) for the breach or inaccuracy of any representation or warranty of the Sellers contained in the case of fraud Article 4 or fraudulent concealment by the Seller, the Seller shall be under no liability (B) in respect of any claim Claim made under Sections 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(g), the Contract and any such claim Sellers shall be wholly barred severally (and unenforceable unless: not solidarily) liable to the Purchaser Indemnified Parties. (ic) Once the Buyer notifies Indemnity Escrow Amount is fully exhausted, the indemnification obligations of each Seller in detail and in writing of the alleged basis for the claim within two (2) months of the Buyer becoming aware thereof and within one year after the completion of the Services to which the claim relates; and (ii) the Seller is permitted to inspect any and all property with respect to which any Claim will be limited, in respect of each Seller to the Services are claimed to have monetary limitation of liability provided under Section 8.5(b) 8.5(c), 8.5(d) or 8.5(e), as applicable. For greater clarity, the determination of whether such monetary limitation of liability has been defective or to which Xxxxx’s claim otherwise relates. The Buyer acknowledges that met shall take into account any indemnity amount recovered by the above provisions of this Section 10 are reasonable and reflected in Purchaser Indemnified Parties from the price which would be higher without those provisions Indemnity Escrow Amount and the Buyer will accept such risk and/or insure accordingly. Nothing in these Terms and Conditions limits Purchaser Indemnified Parties shall have no further recourse against the Sellers if the applicable monetary limitation of liability has been met or excludes the liability of the Seller for: (x) death or personal injury to the extent resulting from the Seller’s negligence; or (y) liability incurred by the Buyer to the extent resulting from fraud or fraudulent misrepresentation by the Seller; or (z) any other matter which may not be limited or excluded by law to the extent arising out of the errors or omissions of Sellerexceeded.