Common use of DURATION AND EXTENT Clause in Contracts

DURATION AND EXTENT. 1.1 The aggregate liability of the Warrantors and the Holdings Vendors in respect of all claims under this agreement (apart from claims in respect of Holdings Title Warranties or under clause 2.5 of this agreement) made: 1.1.1 on or prior to 15 March 2007 (“Year 1 Claims”) shall (subject as provided in paragraph 1.2) not exceed the principal amount standing to the credit of the Joint Account from time to time plus twenty per cent of the Consideration as adjusted in accordance with clause 3.2; and 1.1.2 on or after 16 March 2007 and prior to the second anniversary of the Completion Date (“Year 2 Claims”) shall not exceed the principal amount standing to the credit of the Joint Account at the opening of business on 16 March 2007 less any amounts in respect of any Year 1 Claims which at the date any Year 2 Claim is due to be settled have been paid out of the principal monies in the Joint Account after 16 March 2007 provided that if any Year 2 Claim shall be settled and paid before all Year 1 Claims have been settled and paid then thereafter Year 1 Claims shall only be liable to be settled and paid to the extent that the aggregate of all Year 1 Claims which are settled and paid (whether before or after 16 March 2007) do not exceed an amount equal to forty per cent of the Consideration as adjusted in accordance with clause 3.2 reduced by the aggregate of any amounts in respect of those Year 2 Claims and Year 1 Claims which have then been paid. 1.2 The aggregate liability of the Warrantors in respect of all Tax Claims made after the second anniversary of Completion but prior to the fourth anniversary of Completion shall not exceed £1,000,000. 1.3 The aggregate liability of the HHL Vendor in respect of all claims under the HHL Title Warranties shall not exceed the amount of Consideration received by it from time to time. 1.4 No amount shall be payable by and the Warrantors shall not be liable in respect of any Claim unless the amount of each individual Claim is in excess of £5,000 and unless and until the aggregate cumulative liability of the Warrantors in respect of all such individual Claims which exceed £5,000, exceeds £200,000 in which case the Warrantors shall be liable for both the initial £200,000 and the excess. 1.5 The Warrantors shall not be liable for any Claim unless the Holdings Vendors’ Representative is given notice in writing of that Claim (whether actual or contingent) stating in reasonable detail the nature of the Claim and an estimate of the amount claimed on or before the second anniversary of Completion. 1.6 The Warrantors shall not be liable for any Indemnity Claim or Environmental Claim unless the Holdings Vendors’ Representative is given notice in writing of such Indemnity Claim or Environmental Claim (whether actual or contingent) stating in reasonable detail the nature of such claim, if reasonably ascertainable, and an estimate of the amount claimed on or before the second anniversary of Completion.

DURATION AND EXTENT. 1.1 2.1 The aggregate individual liability of the Warrantors and the Holdings Vendors in respect of all claims under this agreement (apart from claims in respect of Holdings Title Warranties or under clause 2.5 of this agreement) made: 1.1.1 on or prior to 15 March 2007 (“Year 1 Claims”) shall (subject as provided in paragraph 1.2) not exceed the principal amount standing to the credit of the Joint Account from time to time plus twenty per cent of the Consideration as adjusted in accordance with clause 3.2; and 1.1.2 on or after 16 March 2007 and prior to the second anniversary of the Completion Date (“Year 2 Claims”) each Warrantor shall not exceed the principal total amount standing to the credit of the Joint Account at the opening of business on 16 March 2007 less any amounts in respect of any Year 1 Claims which at the date any Year 2 Claim is due to be settled have been paid out of the principal monies in the Joint Account after 16 March 2007 provided that if any Year 2 Claim shall be settled and paid before all Year 1 Claims have been settled and paid then thereafter Year 1 Claims shall only be liable to be settled and paid to the extent that the aggregate of all Year 1 Claims which are settled and paid (whether before or after 16 March 2007) do not exceed an amount equal to forty per cent of the Consideration as adjusted in accordance with clause 3.2 reduced received by him (including the aggregate nominal value of any amounts in respect of those Year 2 Claims Consideration Loan Notes and Year 1 Claims which have then been paid. 1.2 The Retention Loan Notes) and the aggregate liability of the Warrantors in respect of all Tax Claims made after the second anniversary of Completion but prior to the fourth anniversary of Completion shall not exceed £1,000,000. 1.3 The aggregate liability of the HHL Vendor in respect of all claims under the HHL Title Warranties shall not exceed the amount of aggregate Consideration received by it from time them and for the purposes of this clause the amount of any payment made pursuant to timeclauses 3.9 to 3.20 shall be deemed to be the liability of the Warrantors. 1.4 2.2 No amount shall be payable by and the Warrantors shall not be liable in respect of any Claim (other than a Claim pursuant to the Indemnities set out at clause 6.1.6, 6.1.7 or 6.2): 2.2.1 unless the amount of the liability in respect of each individual such Claim is in excess of exceeds £5,000 (and no such Claim shall count towards the aggregate liability referred to in paragraph 2.2.2 below); and 2.2.2 unless and until the aggregate cumulative liability of the Warrantors in respect of all such individual Claims which exceed £5,000(excluding, for the avoidance of doubt, liability for Claims pursuant to the Indemnities set out at clauses 6.1.6, 6.1.7 or 6.2) exceeds £200,000 in which case 150,000, whereupon the Warrantors shall be liable for both in respect of the initial full amount of such Claims and not only in respect of the excess over £200,000 and the excess150,000. 1.5 2.3 The Warrantors shall not be liable for any Claim unless the Holdings Vendors’ Representative is Warrantors are given notice in writing of that Claim setting out material details (whether actual or contingentto the extent known) stating in reasonable detail the nature of the Claim and an estimate of the amount claimed claimed: 2.3.1 except as provided in paragraph 3.1 of schedule 4, part 4, on or before the second seventh anniversary of Completion. 1.6 The Warrantors shall not be liable for the Completion Date in the case of any Indemnity Claim or Environmental Claim unless the Holdings Vendors’ Representative is given notice in writing of such Indemnity Claim or Environmental Claim (whether actual or contingent) stating in reasonable detail the nature of such claim, if reasonably ascertainable, and an estimate respect of the amount claimed Tax Warranties and/or the Tax Covenant; or 2.3.2 on or before 30 June 2006 in the second anniversary case of Completionthe Indemnities and the Warranties other than the Tax Warranties. and, in either case, unless legal proceedings shall have been served in respect of any Claim within sixteen months of the Warrantors being notified of any such Claim.