Common use of LIMITATION ON QUANTUM Clause in Contracts

LIMITATION ON QUANTUM. 1.1 RBS is not liable in respect of a Warranty Claim (other than a Fundamental Warranty Claim or a Tax Warranty Claim): 1.1.1 unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.1) in respect of that Warranty Claim exceeds (either on its own or when aggregated with one or more other Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***; and 1.1.2 unless and until the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Claim for which RBS has no liability because of paragraph ‎1.1.1), exceeds *** and in the event that the aggregated amounts exceed *** RBS shall only be liable for the excess. 1.2 RBS is not liable in respect of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph ‎1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

LIMITATION ON QUANTUM. 1.1 RBS 2.1 Except for claims arising from fraud or fraudulent misrepresentation, any Damages for which the Warrantors shall be liable pursuant to a Warranty Claim shall be satisfied only by recovery by the Buyer under the W&I Insurance Policy. The Warrantors shall be directly liable to the Buyer for Damages up to an amount not to exceed the Cap, up to their respective Allocable Share. It is acknowledged by the Buyer that its only recourse for its losses in respect of all such Warranty Claims in excess of the Cap shall be solely under the W&I Insurance Policy 62 and it shall seek recovery of all such Warranty Claims in excess of the Cap under the W&I Insurance Policy. 2.2 For purposes of determining (i) whether there has been any misrepresentation or breach of a representation or warranty and (ii) the amount of any Damages resulting therefrom, all qualifications or exception in any representation or warranty relating to or referring to the terms “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be disregarded. 2.3 The Buyer will not be entitled to bring any Claim for any breach of Clause 3.1 unless the aggregate amount of such Claims exceeds $175,000, in which case the Warrantors will be liable for whole amount (and not just the excess). 2.4 Without prejudice to any other provisions of this Deed, the total aggregate liability (including interest, costs and expenses) of each Warrantor in respect of any and all Claims shall not, in any event, exceed the Aggregate Cap and shall (other than in respect of a Claim under Clause 6.1 to 6.8) be limited to their Allocable Share of any Damages in respect of any such Claim. 2.5 No Warrantor shall be liable in respect of a any Warranty Claim (other than to the extent that it relates to a Fundamental matter Disclosed in the Disclosure Letter and/or the Data Room in accordance with Clause 4.3 or the Buyer has or had actual knowledge of the Warranty Claim or a Tax Warranty Claim): 1.1.1 unless of the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.1) in respect of that matters giving rise to the Warranty Claim exceeds on or before the date of this Deed (either on its own and the Buyer agrees and undertakes not to make any Warranty Claim where such knowledge exists or when aggregated with one or more other Warranty Claims arising from existed). For the same subject matter and in relation purpose of this paragraph, the Buyer’s knowledge shall be deemed to be limited to the same Warranty breach) ***; and 1.1.2 unless and until the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.2) in respect actual knowledge of that Warranty Claimeach of Alan ▇▇▇▇▇▇▇, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Claim for which RBS has no liability because of paragraph ‎1.1.1)▇▇vi▇ ▇▇▇▇▇▇▇, exceeds *** and in the event that the aggregated amounts exceed *** RBS shall only be liable for the excess. 1.2 RBS is not liable in respect of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation ▇▇nd▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇no▇ ▇▇▇▇ ▇▇▇ Omar ▇▇▇▇▇▇ ▇▇▇ediately prior to the same Warranty breach) ***execution of this Deed. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph ‎1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

LIMITATION ON QUANTUM. 1.1 RBS 2.1 Except for claims arising from fraud or fraudulent misrepresentation, any Damages for which the Warrantors shall be liable pursuant to a Warranty Claim shall be satisfied only by recovery by the Buyer under the W&I Insurance Policy. The Warrantors shall be directly liable to the Buyer for Damages up to an amount not to exceed the Cap, up to their respective Allocable Share. It is acknowledged by the Buyer that its only recourse for its losses in respect of all such Warranty Claims in excess of the Cap shall be solely under the W&I Insurance Policy and it shall seek recovery of all such Warranty Claims in excess of the Cap under the W&I Insurance Policy. 2.2 For purposes of determining (i) whether there has been any misrepresentation or breach of a representation or warranty and (ii) the amount of any Damages resulting therefrom, all qualifications or exception in any representation or warranty relating to or referring to the terms “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be disregarded. 2.3 The Buyer will not be entitled to bring any Claim for any breach of Clause 3.1 unless the aggregate amount of such Claims exceeds $175,000, in which case the Warrantors will be liable for whole amount (and not just the excess). 2.4 Without prejudice to any other provisions of this Deed, the total aggregate liability (including interest, costs and expenses) of each Warrantor in respect of any and all Claims shall not, in any event, exceed the Aggregate Cap and shall (other than in respect of a Claim under Clause 6.1 to 6.8) be limited to their Allocable Share of any Damages in respect of any such Claim. 2.5 No Warrantor shall be liable in respect of a any Warranty Claim (other than to the extent that it relates to a Fundamental matter Disclosed in the Disclosure Letter and/or the Data Room in accordance with Clause 4.3 or the Buyer has or had actual knowledge of the Warranty Claim or a Tax Warranty Claim): 1.1.1 unless of the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.1) in respect of that matters giving rise to the Warranty Claim exceeds on or before the date of this Deed (either on its own and the Buyer agrees and undertakes not to make any Warranty Claim where such knowledge exists or when aggregated with one or more other Warranty Claims arising from existed). For the same subject matter and in relation purpose of this paragraph, the Buyer’s knowledge shall be deemed to be limited to the same Warranty breach) ***; and 1.1.2 unless actual knowledge of each of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and until the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Claim for which RBS has no liability because of paragraph ‎1.1.1), exceeds *** and in the event that the aggregated amounts exceed *** RBS shall only be liable for the excess. 1.2 RBS is not liable in respect of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation ▇▇▇▇ ▇▇▇▇▇▇ immediately prior to the same Warranty breach) ***execution of this Deed. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph ‎1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

LIMITATION ON QUANTUM. 1.1 RBS 10.1.1 The aggregate liability of any: (a) Investor Seller in respect of all and any Seller Claims; and (b) Management Seller in respect of all and any: (i) Seller Claims; (ii) Management Deed Claims; (iii) Tax Deed Claims; and (iv) Locked Box Claims under Clause 4.2.2 (other than any Leakage which is actually received by a particular Management Seller or its Connected Persons (in which case solely such Management Seller shall be responsible in respect of such Leakage without limit)), shall be limited to, and shall in no event exceed, an amount equal to the Consideration actually received by that Seller pursuant to this Agreement. 10.1.2 The aggregate liability of the Sellers in respect of all and any Seller Claims relating to: (a) Clause 6.1 shall be limited to, and shall in no event exceed, £75,000,000; and (b) Clause 11.6 shall be limited to, and shall in no event exceed, £75,000,000. 10.1.3 The Sellers shall not be liable in respect of a Warranty Claim any Seller Claims pursuant to Clause 6.1 unless and until: (other than a Fundamental Warranty Claim or a Tax Warranty Claim): 1.1.1 unless a) the amount that would otherwise be recoverable from RBS of any such Seller Claim pursuant to Clause 6.1 (but for this paragraph ‎1.1.1) in respect or series of that Warranty Claim exceeds (either on its own or when aggregated with one or more other Warranty Seller Claims arising from substantially the same subject matter and in relation to the same Warranty breachfacts or circumstances) ***exceeds £100,000; and 1.1.2 unless and until (b) the aggregate amount that would otherwise be recoverable from RBS of: (but i) all Seller Claims pursuant to Clause 6.1 for this paragraph ‎1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) which the Sellers are liable (excluding any amounts in respect of a Warranty Seller Claim for which RBS has the Sellers have no liability because as a result of paragraph ‎1.1.1Clause 10.1.3(a) above); and (ii) all Warranty Claims for which the Warrantors (each as defined in the Management Deed) are liable pursuant to the Management Deed, or would be liable but for paragraphs 1.1 and 1.2(b) of schedule 3 to the Management Deed, exceeds *** £10,000,000, in which case the liability of the Sellers shall be equal to the entire amount of the liability and in the event that the aggregated amounts exceed *** RBS shall only be liable for not merely the excess. 1.2 RBS is not liable 10.1.4 For the purposes of the limits in respect this Clause 10.1, the liability of a Tax Warranty Claim unless Seller shall be deemed to include the amount of all costs, expenses and other liabilities (together with any VAT thereon) incurred or payable by that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) Seller in respect connection with the satisfaction, settlement or determination of that Tax Warranty Claim exceeds (either on its own any claim, proceeding, suit or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***action. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 10.1.5 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer Sellers shall not be entitled to claim liable for any punitivebreach of the Sellers’ warranties in Clause 9.1 if and to the extent the Buyer is aware at the date of this Agreement of both (a) the facts, indirect or consequential loss matters and/or circumstances which give rise to such Seller Claim with sufficient detail to allow a reasonable purchaser to identify the scope of the matter and the extent of the claim; and (including loss of profitb) in respect of any Relevant Claim which it would not be entitled that those facts, matters and/or circumstances are reasonably likely to recover at law (unless required to be paid give rise to a third party); provided that Seller Claim. For the purposes of this paragraph ‎1.6 confirmation, the Buyer’s awareness shall not apply be interpreted to finesmean the actual awareness of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, interest or penalties in respect of Tax Warranty Claims▇▇▇▇ ▇. *** Material has been omitted pursuant to a request for confidential treatment ▇▇▇▇▇▇ and has been filed separately▇▇▇▇▇▇ ▇. ▇▇▇▇.

LIMITATION ON QUANTUM. 1.1 RBS In respect of any and all Relevant Claims (other than Seller Claims or claims with respect to the Company Warranty in paragraph 4 of Part B of Schedule 4) or claims for wilful default by the Company to comply with any Company Covenant (and any related claim by the Purchaser for interest and costs in relation to such Relevant Claims as limited by this paragraph 1.1): (a) such Relevant Claim shall be satisfied solely and exclusively by the transfer to the Purchaser of Escrow Shares out of the Escrow Account in accordance with Schedule 9; (b) the maximum aggregate amount recoverable by the Purchaser in respect thereof shall be limited to the value of the Escrow Shares standing to the credit of the Escrow Account on the date such Relevant Claim is not liable settled (calculated in accordance with the provisions of Schedule 9) and the Purchaser shall have no right to claim for any shortfall relating thereto; and (c) the Purchaser shall have no recourse with respect to such Relevant Claims against any Seller other than by way of payment of Escrow Shares from the Escrow Account in accordance with the provisions of Schedule 9 and no Seller shall have any other liability or responsibility of any nature in respect of such Relevant Claims. 1.2 No claim may be made by the Purchaser in respect of a Warranty Relevant Claim (other than a Fundamental Warranty Claim with respect to the Company Warranty in paragraph 4 of Part B of Schedule 4 or a Tax Warranty ClaimSeller Claim or Reimbursement Claims): 1.1.1 (a) unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.11.2(a)) in respect of that Warranty Relevant Claim exceeds (either on its own or when aggregated with one or more other Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***€250,000; and 1.1.2 (b) unless and until the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.21.2(b)) in respect of that Warranty Relevant Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Relevant Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Relevant Claim for which RBS has no liability because of arises due to paragraph ‎1.1.11.2(a)), exceeds *** and €3,000,000 and, in the event that the aggregated amounts exceed *** RBS shall €3,000,000, the Purchaser may only be liable for the excess. 1.2 RBS is not liable in respect of a Tax Warranty Claim unless seek to recover the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***excess over €3,000,000. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate maximum liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) each Seller in respect of any Relevant Seller Claim, or a Warranty Claim which it would with respect to the Company Warranty in paragraph 4 of Part B of Schedule 4; or a claim for wilful default by the Company to comply with any Company Covenant, shall not be entitled exceed the Consideration payable to recover at law (unless required such Seller in accordance with the terms of this Agreement and the Earn Out Agreement. 1.4 Any monetary sum to be paid taken into account for the purposes of this Schedule 11 to determine whether a third party); provided that this paragraph ‎1.6 shall not apply to fines, interest monetary limit or penalties in respect of Tax Warranty Claims. *** Material threshold has been omitted pursuant to reached or exceeded, where that sum is expressed in a request for confidential treatment and has been filed separatelycurrency other than Euro, shall be translated into Euro at the Exchange Rate.

LIMITATION ON QUANTUM. 1.1 RBS is The Company, the Warrantors and the MCD Warrantors shall not be liable in respect of a Warranty Claim (other than a Fundamental an ACT Warranty Claim or a Tax an MCD Warranty Claim):: 1.1.1 unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.1) the Company, the Warrantors and the MCD Warrantors in respect of that such Warranty Claim exceeds (either on its own or when aggregated with one or more other US$25,000. For this purpose, Warranty Claims arising from out of the same same, related or similar subject matter matter, facts, events or circumstances shall be aggregated and in relation to the same form a single Warranty breach) ***Claim; and 1.1.2 unless the aggregate amount recoverable from the Company, the Warrantors and until the MCD Warrantors in respect of such Warranty Claim and any other ACT Warranty Claims and MCD Warranty Claims exceeds US$100,000, in which case the Company shall be liable for such aggregated amount (subject to paragraph 1.1.1) and not just the excess. 1.2 The total amount that the Buyer is entitled to recover from the Company: 1.2.1 in respect of all ACT Warranty Claims and MCD Warranty Claims shall be limited to the amount that would otherwise be is US$15,000,000 minus the total amount recoverable from RBS (but for the Warrantors and the MCD Warrantors agreed under paragraph 1.3 of this paragraph ‎1.1.2) Schedule; and 1.2.2 in respect of all other Relevant Claims shall be limited to the amount that is US$50,000,000 minus the total amounts recoverable from the Warrantors and the MCD Warrantors agreed under paragraph 1.3 of this Schedule, in each case, taking into account the gross-up arrangement set out in clause 8.2. 1.3 The total amount that the Buyer is entitled to recover from each Warrantor or MCD Warrantor in respect of all ACT Warranty Claims, all MCD Warranty Claims (as applicable) and all Relevant Claims against the Warrantors under clause 7.10, 7.11, 13.1, 13.2 or 13.5 and the allocation of the amount between the Company, the Warrantors and the MCD Warrantors, as the case may be, in respect of any ACT Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a MCD Warranty Claim for which RBS has no liability because and Relevant Claim under clauses 7.10, 7.11, 13.1, 13.2 or 13.5 shall be separately agreed in writing between the Buyer, the Warrantors, the MCD Warrantors and the Company on or around the date of paragraph ‎1.1.1), exceeds *** and in the event that the aggregated amounts exceed *** RBS this Agreement. 1.4 Each Seller shall only be liable for the excess. 1.2 RBS is not liable (i) Fundamental Warranty Claims against himself/herself/itself; and (ii) Relevant Claims in respect of a Tax breach of his/her/its obligations under this Agreement. For the avoidance of doubt: 1.4.1 no Seller (other than any Warrantor or any MCD Warrantor) shall be liable for ACT Warranty Claims, MCD Warranty Claims, Relevant Claims under clause 7.10, 7.11, 13.1, 13.2 or 13.5; and 1.4.2 no Seller shall be liable for any Relevant Claim against any other Seller, any Warrantor, any MCD Warrantor or the Company to the extent that it is not a Fundamental Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) against himself/herself/itself or a Relevant Claim in respect of that Tax Warranty Claim exceeds (either on a breach of his/her/its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***obligations under this Agreement. 1.3 RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph ‎1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

LIMITATION ON QUANTUM. 1.1 RBS Without prejudice to any other provisions of this Deed, the total aggregate liability of each Warrantor in respect of: (a) any Warranty Claim shall be limited to the proportionate share of that Warranty Claim set opposite his name in column 3 of Schedule 1; (b) all Warranty Claims shall be limited to and shall not, in any event, exceed the amount set opposite such Warrantor’s name in column 4 of Schedule 1; and (c) without prejudice to paragraphs 1.1(a) and (b) above, all Claims, all Seller Claims, all claims under the Tax Deed and any claim pursuant to clause 4.2.2 of the Sale and Purchase Agreement (other than a claim in respect of any Leakage which is actually received by a particular Warrantor or its Connected Person) shall be limited to and shall not, in any event, exceed an amount equal to the Consideration actually received by that Warrantor pursuant to the Sale and Purchase Agreement. 1.2 The Warrantors shall not be liable in respect of a any Warranty Claim (other than a Fundamental Warranty Claim or a Tax Warranty Claim): 1.1.1 unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.1) in respect series of that Warranty Claim exceeds (either on its own or when aggregated with one or more other Warranty Claims arising from substantially the same subject matter facts or circumstances) unless and in relation to until: (a) the same amount of any such Warranty breachClaim (or series of Warranty Claims) ***exceeds £100,000; and 1.1.2 unless and until (b) the aggregate amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other all Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) for which the Warrantors are liable (excluding any amounts in respect of a Warranty Claim for which RBS has the Warrantors have no liability because as a result of paragraph ‎1.1.1)1.2(a) above) exceeds £10,000,000, exceeds *** and in which event the event that the aggregated amounts exceed *** RBS Warrantors shall only be liable for the excess. 1.2 RBS is not liable in respect amount by which the aggregate amount of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax all such Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***exceeds £10,000,000. 1.3 RBS is not liable For the purposes of the limits in respect this paragraph 1, the liability of an Affiliate Transaction Indemnity Claim unless a Warrantor shall be deemed to include the amount that would otherwise be recoverable from RBS (but for this paragraph ‎1.3) in respect of such claim exceeds US$***. 1.4 The total aggregate liability of RBS in respect of all Warranty Claims costs, expenses and other liabilities (other than Fundamental Warranty Claimstogether with any VAT thereon) and Affiliate Transaction Indemnity Claims is limited to ***. 1.5 The total aggregate liability of RBS incurred or payable by that Warrantor in respect of all Relevant Claims is limited to an amount equal to connection with the Cash Free Debt Free Price. 1.6 The Buyer shall not be entitled to claim for any punitivesatisfaction, indirect settlement or consequential loss (including loss of profit) in respect determination of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph ‎1.6 shall not apply to finesclaim, interest proceeding, suit or penalties in respect of Tax Warranty Claims. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separatelyaction.