Limitations on Quantum Sample Clauses

Limitations on Quantum. 2.1 The liability of the Seller in respect of any Claim: (a) shall not arise unless and until the amount of such Claim exceeds five hundred thousand Dollars (USD 500,000) (in which case the liability of the Seller shall be for the full amount of the Claim); (b) shall not arise unless and until the amount of all Claims for which it would, in the absence of this provision, be liable exceeds fifteen million Dollars (USD 15,000,000) less an amount equal to the aggregate of any and all Losses suffered or incurred by the Company and/or the Subsidiary arising out of, relating to or attributable to the MMH Inspection and the Seadrill Claim up to an aggregate amount of two million, five hundred thousand Dollars (USD 2,500,000) (in which case the liability of the Seller shall be for the full amount of the Claim); and (c) shall not (when aggregated with the amount of all other Claims) exceed thirty-five per cent (35%) of the Initial Consideration, other than the liability of the Seller in respect of any Title Warranty which shall not exceed one hundred per cent (100%) of the Initial Consideration.

Limitations on Quantum. 1.1 The liability of the Seller in respect of any Warranty Claim shall not arise unless and until the amount of such Warranty Claim (when aggregated with all other Warranty Claims based on the same or similar facts or in respect of the same Warranty) exceeds one hundred thousand Euro (EUR 100,000), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess. 1.2 The Seller’s total aggregate liability to compensate the Purchaser in respect of any breach of: (a) any of the Fundamental Warranties or any other obligation or covenant made or given by Seller in this Agreement, shall, under all circumstances be limited to any Loss not covered under the W&I Insurance Policy and in any event the total amount payable by the Seller shall be limited to the Consideration; and (b) any of the Warranties other than the Fundamental Warranties shall be limited to zero (EUR 0) (for the avoidance of doubt, the Purchaser shall have recourse under the W&I Insurance Policy up to the maximum amount included therein). 1.3 The Parties acknowledge that the Purchaser enters into the W&I Insurance Policy in order to obtain protection in the event of any breaches of the Warranties. To the extent that there is any breach of the Warranties, the Parties agree that subject to the liability for Fundamental Warranties specified in paragraph 1.2 above, the Seller or any member of the Seller’s Group shall under no circumstances have any liability towards the Purchaser, or the Purchaser be entitled to any actions against the Seller or any member of the Seller’s Group, in each case in respect of any Warranty Claim, irrespective of whether a Loss would be covered by the W&I Insurance Policy or not.

Limitations on Quantum. 2.1 The liability of the Sellers and the Guarantor hereunder in respect of Warranty Claims (other than in respect of Title and Capacity Warranties) shall be limited as follows: (a) the Sellers and the Guarantor shall not be liable in respect of any individual Warranty Claim (or a series of Warranty Claims arising from substantially identical facts or circumstances) where the liability agreed or determined in respect of any such Warranty Claim does not exceed 0.1% of the Consideration (and where such liability exceeds such amount, the Sellers and the Guarantor shall be liable for the whole amount of the claim as agreed or determined and not only the excess); and (b) the Sellers and the Guarantor shall not be liable in respect of any Warranty Claim unless the aggregate amount of all Warranty Claims for which it would otherwise be liable by virtue of paragraph (a) exceeds 1% of the Consideration (and where such amount is exceeded, the Sellers and the Guarantor shall be liable for the whole amount of the claims as agreed or determined and not only the excess). 2.2 The aggregate liability of the Sellers and the Guarantor in respect of all Warranty Claims other than Tax Warranty Claims and Title and Capacity Warranty Claims shall not exceed 30% of the Consideration. 2.3 The aggregate liability of the Sellers and the Guarantor in respect of all Warranty Claims and Indemnity Claims shall not exceed 100% of the Consideration.

Limitations on Quantum. 3.1 The Seller shall not be liable under the Warranties and the Tax Warranties in respect of any claim: (a) unless the amount of the liability of the Seller for such claim exceeds £20,000; and (b) unless the aggregate amount of the liability of the Seller for all such claims exceeds £800,000. 3.2 Notwithstanding any other provision of this agreement, the aggregate liability of the Seller shall not in any circumstances exceed £60,000,000 save that in respect of any claim under any of the Warranties 1.1 (Authority and Capacity), 1.2 (Title to the Shares) or 1.3 (Changes in share capital) the aggregate liability of the Seller in respect of any such claims and claims made in respect of the other Warranties shall not in any circumstances exceed the Consideration.

Limitations on Quantum. The liability of the Sellers in respect of:

Limitations on Quantum. The liability of each of the ABRY Sellers in respect of any breaches of this Agreement, including of the Warranties set out in Part A of Schedule 4 (Warranties from the Sellers) shall not exceed the amount of the ABRY Consideration received by the relevant ABRY Seller.

Limitations on Quantum. 1.1 The liability of the Sellers: (a) in respect of any Warranty Claim shall not arise unless and until the amount of all Warranty Claims for which they would, in the absence of this provision be liable, exceeds US$2,500,000.00 (two million and five hundred thousand dollars), in which case the Purchaser shall be entitled to claim the whole of such amount and not merely the excess; and (b) shall not:

Limitations on Quantum. The liability of the Seller and the Guarantor in respect of: (a) any Claim in relation to the Seller’s Fundamental Warranties, the Seller’s Tax Warranties, the breach of any of the Seller Specific Indemnities (except for the Seller Specific Indemnities provided for under paragraph 4 of Schedule 5 (Seller Specific Indemnities) or a breach of the Seller’s obligations under this Agreement shall not (when aggregated with the amount of all other Claims and including all legal and other professional fees and expenses payable by the Seller in respect of all such Claims) exceed an amount equal to the Consideration (as adjusted for any Leakage) to the extent paid by the Buyer to the Seller at the time the Claim is substantiated; it being understood that the liability of the Seller in respect of a Claim shall not be excluded to the extent a portion of the Consideration (as adjusted for any Leakage) has not been paid by the Buyer, but the obligation of the Seller to pay the amount of a Claim (if substantiated) to the Buyer shall become due only to the extent such amount of Consideration is paid by the Buyer. (b) any Claim in relation to the breach of the Seller Specific Indemnities provided for under (i) paragraph 4 of Schedule 5 (Seller Specific Indemnities) shall not exceed €2,000,000 (two million Euros), (ii) paragraph 6 of Schedule 5 (Seller Specific Indemnities) shall not exceed €275,000 (two hundred seventy-five thousand Euros); (iii) paragraph 7(ii) of Schedule 5 (Seller Specific Indemnities) shall not exceed an amount equal to the MSLOT Receivable; and (iv) paragraph 7(iii) of Schedule 5 (Seller Specific Indemnities) shall not exceed an amount equal to the Other Hydra Receivables; and (c) all other Claims: (i) shall not arise unless and until the amount of such Claim when substantiated exceeds €350,000 (three hundred fifty thousand Euros); (ii) shall not arise unless and until the amount of all Claims for which it would, in the absence of this provision and paragraph 2(c)(i) of this Schedule 6, be liable exceeds €3,000,000 (three million Euros), in which case the liability of the Seller or the Guarantor (as appropriate) shall be limited to the excess of such aggregate amount over €3,000,000 (three million Euros); and (iii) shall not (when aggregated with the amount of all other Claims and including all legal and other professional fees and expenses payable by the Seller or the Guarantor (as appropriate) in respect of all such Claims other than the Claims paid...

Limitations on Quantum. 7.3.1 The Guarantors are not liable in respect of any Claim pursuant to any Warranty set out in Schedule 7 until: (a) the amount that would otherwise be recoverable from the Guarantors under this Clause 7 in respect of the Claim exceeds € 15,000 (fifteen thousand); and (b) the amount that would otherwise be recoverable from the Guarantors under this Clause 7 in respect of that Claim (excluding any amounts in respect of a Claim for which the Seller has no liability because of paragraph (a) above), when aggregated with any other amount or amounts recoverable in respect of such other Claim, exceeds € 300,000 (three hundred thousand), in which case the Guarantors shall be liable for the excess amount only. 7.3.2 The Guarantors’ total liability in respect of all Claims is limited to € 2,500,000 (two million and five hundred thousand).