Common use of Limitations on Quantum Clause in Contracts

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. 1.1 The maximum aggregate liability of the each 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 offor: (a) any Relevant Claim for breach 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 a Sellers’ Warranty shall be limited to an amount equal to such Seller’s Relevant Proportion of the Consideration; andRelevant Claim Escrow Amount; (b) any Relevant Claim for breach of the Warranties other than the Fundamental Warranties Sellers’ obligations under Clause 7, Clause 9.8(d), Clause 9.9 or Clause 9.10 shall be limited to zero an amount equal to such Seller’s Pro Rata Percentage of the Consideration; (EUR 0c) any Relevant Claim for Leakage shall be limited as set forth in Clause 4.4; (d) any Relevant Claim under Clause 9.8(a) or 9.8(b) shall be limited to an amount equal to such Seller’s Relevant Proportion of the Relevant Claim Escrow Amount plus such Seller’s Relevant Proportion of US$5 million; and (e) any Relevant Claim under Clause 9.8(c) shall be limited to an amount equal to such Seller’s Relevant Proportion of the total aggregate payments that the participants in the MIPs are entitled to receive under the MIPs (including pursuant to the MIP Cash Plan) in connection with the transactions contemplated by this Agreement and the Transaction Documents and the settlement and termination of the MIPs. provided that, for the avoidance of doubt, in no circumstances shall the maximum aggregate liability of a Seller in respect of all Relevant Claims exceed such Seller’s Pro Rata Percentage of the Consideration. 1.2 Each Seller shall only be liable for its Relevant Proportion of a Relevant Claim (subject always to the maximum limit on liability of that Seller set out in paragraph 1.1 of this Schedule 5 and, for the avoidance of doubt, claims for Leakage which shall be governed by Clause 4) and no Seller shall be liable for the Relevant Proportion of any other Seller pursuant to any Relevant Claim. 1.3 With respect to any Relevant Claim for breach of a Sellers’ Warranty, the Purchaser’s sole recourse against the Sellers in respect of such Relevant Claim shall be against the funds held in the Relevant Claim Escrow Account from time to time, in each case pursuant to this Agreement and the Escrow Agreement (subject always to the maximum limit on liability of each Seller set out in paragraph 1.1 of this Schedule 5). 1.4 With respect to any Relevant Claim (including any claim for Leakage under Clause 4), the Purchaser’s initial recourse against the Sellers in respect of such claim shall first be against the funds held in the Relevant Claim Escrow Account from time to time, in each case pursuant to this Agreement and the Escrow Agreement, until such time that the amount held to the credit of the Relevant Claim Escrow Account is zero at which point the Purchaser shall have recourse under for all Relevant Claims other than for a breach of a Sellers’ Warranty directly against the W&I Insurance Policy up Sellers (subject to the other provisions of this Schedule 5 and, for the avoidance of doubt, subject always to the maximum amount included thereinlimit on liability of each Seller in respect of such claims set out in paragraph 1.1 of this Schedule 5 and, for the avoidance of doubt, claims for Leakage which shall be governed by Clause 4). 1.3 The Parties acknowledge that the Purchaser enters into the W&I Insurance Policy in order 1.5 With respect to obtain protection in the event of any breaches of the Warranties. To the extent that there is any Relevant Claim for breach of the WarrantiesSellers’ obligations under Clause 7, if the Parties agree that subject amount held to the liability for Fundamental Warranties specified in paragraph 1.2 above, the Seller or any member credit of the Seller’s Group Relevant Claim Escrow Account is zero, no Seller 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 liable in respect of any Warranty Claim, irrespective of whether a Loss such Relevant Claim unless and until the aggregate amount that would be covered by recoverable from the W&I Insurance Policy Sellers in respect of such Relevant Claim under Clause 7, when aggregated with any other amount or notamounts recoverable in respect of other such Relevant Claims under Clause 7, exceeds US$3 million.

Limitations on Quantum. 1.1 The 2.1 Subject to clause 9.6, 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 Sellers in respect of the same WarrantyWarranties or the Indemnities in clause 10.1(a) 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:or 10.1(b): (a) shall not arise in relation to any particular claim under the Warranties or the Indemnities in clause 10.1(a) or 10.1(b) unless the amount of the Fundamental Warranties or any other obligation or covenant made or given by Seller liability for such claim exceeds US$100,000 (in this Agreementwhich event, 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 applicable Seller shall be limited to liable for the Considerationwhole amount of such claim and not only the excess over such amount); and (b) any shall not arise unless the aggregate amount of the liability for all claims under the Warranties or the Indemnities in clause 10.1(a) or 10.1(b) (not being claims for which liability is excluded under paragraph 2.1(a)) exceeds US$1,000,000 (in which event, the Sellers shall be liable for the whole amount of such claims and not only the excess over such amount). 2.2 Notwithstanding any other than provision of this Agreement: (a) the Fundamental liability of Seller 1 and Seller 2 respectively in relation to the Title and Capacity Warranties and the Indemnities in clause 10.1(a) or 10.1(b) shall be limited to zero one hundred per cent (EUR 0100%) (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 amount of the Warranties, the Parties agree that subject Seller 1 Consideration and Seller 2 Consideration actually paid to such Seller; and (b) the liability for Fundamental Warranties specified in paragraph 1.2 above, of Seller 1 and Seller 2 respectively under this Agreement and 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 Tax Covenant (other than in respect of a claim under the Title and Capacity Warranties and the Indemnities in clause 10.1(a) or 10.1(b)) shall be limited to fifteen per cent (15%) of the Seller 1 Consideration and Seller 2 Consideration respectively as actually paid to such Seller. 2.3 Notwithstanding any Warranty Claim, irrespective other provision of whether a Loss would this Agreement the liability of the Sellers in respect of the Indemnity in clause 10.1(c) shall not arise unless the aggregate amount of liability for such claim exceeds US$50,000 in which case the Sellers shall only be covered by the W&I Insurance Policy or notliable for this excess.

Limitations on Quantum. 1.1 2.1 The aggregate liability of Oakley under this agreement and any agreement or document entered into pursuant to this agreement shall not in any circumstances exceed £1,288,909 one million two hundred and eighty-eight thousand nine hundred and nine pounds sterling). 2.2 The aggregate liability of MW in his capacity as an Executive under this agreement and any agreement or document entered into pursuant to this agreement (other than his Service Agreement) shall not in any circumstances exceed £161,114 (one hundred and sixty-one thousand one hundred and fourteen pounds sterling). 2.3 The aggregate liability of AG in his capacity as an Executive under this agreement and any agreement or document entered into pursuant to this agreement (other than his Service Agreement) shall not in any circumstances exceed £96,668 (ninety-six thousand six hundred and sixty-eight pounds sterling). 2.4 The Warrantors shall not be liable under the Seller Warranties or the Tax Warranties 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 ofclaim: (a) any unless the amount of the Fundamental Warranties or any other obligation or covenant made or given by Seller liability of the Warrantors for such claim exceeds £15,000 (in this Agreementwhich event, shallsubject to paragraph 2.4(b) below, 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 Warrantors shall be limited to liable for the Considerationwhole amount of such claim and not only the excess over such amount); and (b) any unless the aggregate amount of the Warranties other than liability of the Fundamental Warranties Warrantors for all such claims exceeds £150,000 (in which event, the Warrantors shall be liable for the whole amount of such claims and not only the excess over such amount). 2.5 The respective aggregate several liability of the Trustees in respect of all claims under or for breach of this agreement and any agreement or document entered into pursuant to this agreement shall be limited to zero (EUR 0) (the value of the trust fund of the Trust for the time being in their hands and available to them to satisfy such liability but for the avoidance of doubt, doubt this paragraph shall not limit 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 aggregate liability of the Warranties. To the extent that there is any breach Executives in their capacity as holders of the Warranties, the Parties agree that subject to the liability for Fundamental Warranties specified their Personal Shares as set out in paragraph 1.2 above, the Seller or any member paragraphs 2.2 and 2.3 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 notthis Schedule.

Limitations on Quantum. 1.1 (a) The liability Indemnifying Party shall not be liable for a Loss suffered or incurred by any Indemnified Parties, if it arises out of a single Indemnity Event, or occurrence of a series of connected Indemnity Events in aggregate, which is lesser than INR 2,00,000 (“De- Minimis Amount”). Provided that, for the purposes of the Seller in respect foregoing, individual claims arising from the same cause of any Warranty Claim action shall be aggregated and considered to form part of a single Loss. (b) The Indemnifying Party shall not arise be liable for any Indemnity Claims under an Indemnity Notice or Third Party Claim Notice unless and until the aggregate amount of all Losses which are (in each case) above the De-Minimis Amount, suffered or incurred by the Indemnified Parties, taken collectively in relation to all Group SPVs, or independently in relation to a Group SPV, exceeds an amount equal to INR 2,00,00,000 (the “Basket”). It is clarified that once the aggregate amount of such Warranty Claim (when aggregated with all other Warranty Claims based on Losses suffered or incurred by the same or similar facts or in respect Indemnified Parties, exceeds the Basket, the indemnification obligations of the same WarrantyIndemnifying Party under this Agreement shall cover all amounts arising from such Losses, (and not just the excess over the Basket) exceeds one hundred thousand Euro which are above the De-Minimis Amount. Provided however that for any Indemnity Claim arising from Indemnity Events set out in Clause 11.1 (EUR 100,000b), in which case (c), (d), (e), (f), (g), (h) (i) and (j) no Basket shall be applicable, and the Purchaser Indemnified Parties shall be entitled to claim make all Indemnity Claims arising from any Losses which are above the whole of such amount and not merely the excessDe-Minimis Amount. 1.2 (c) The Seller’s total aggregate liability of the Indemnifying Party for any and all Loss suffered or incurred by the Indemnified Parties for Indemnity Events set out in Clause 11.1(a) shall, in no event exceed 30% of the Seller Received Amount. (d) The aggregate liability of the Indemnifying Party for any Loss suffered or incurred by the Indemnified Parties for an Indemnity Event set out in Clause 11.1(b), (c), (d), (e), (f), (g), (h), (i) and (j) shall be at actuals and shall not be subject to compensate limitations as set out in in paragraphs 2 (b) and (c) of this Schedule 9, but shall at all times be subject to limit set out in paragraph 3 below. (e) The aggregate liability of the Indemnifying Party for any and all Loss suffered or incurred by the Indemnified Parties for an Indemnity Event set out in Clause 11.1(g) and (h) shall in no event, exceed 100% of the aggregate amount that are actually received against transfer of Equity Shares of the RG SPVs and repayment of Seller Group Loans extended to the RG SPVs, and in case the unwinding of the Transaction in relation to the RG SPVs is implemented, the above mentioned limit shall be increased by the amount of IRR that is being paid to the Purchaser pursuant to Clause 8.9(b). The Indemnity Event set out in respect of any breach of: Clause 11.1(h) and (i) shall not be subject to the limitations as set out in paragraphs 2 (a) any to (c) 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)Schedule 9. 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. 1.1 The 1. Subject to paragraph (b) below, the liability of the Seller Sellers in respect of any Warranty Claim (other than in respect of Fundamental Warranties) or Indemnity Claim: (i) shall not arise unless and until the amount of such Warranty Claim (other than a Tax Deed Claim) (and any connected Claims (other than connected Claims which are Tax Deed Claims)) when aggregated with all other Warranty Claims based on the same or similar facts or in respect of the same Warranty) Substantiated exceeds one hundred thousand Euro (EUR 100,000), USD 75,000 in which case the Purchaser liability of the Sellers shall be entitled to claim the whole of entire such amount and not merely the excessexcess over USD 75,000; and (ii) shall not arise unless the amount of all Claims and Indemnity Claims for which they would be liable when Substantiated exceeds USD 1,200,000 in which case the liability of the Sellers shall be the entire such aggregate amount and not merely the excess over USD 1,200,000. 1.2 1. The Seller’s total maximum aggregate liability to compensate of the Purchaser Sellers in respect of any breach ofall and any: (aiii) any Warranty Claims (other than in respect of Fundamental Warranties) and Indemnity Claims shall not exceed 30% of the Consideration; (iv) Warranty Claims (other than in respect of Fundamental Warranties or any other obligation or covenant made or given by Seller in this AgreementWarranties), shall, under all circumstances be limited to any Loss Indemnity Claims and Tax Deed Claims shall not covered under the W&I Insurance Policy and in any event the total amount payable by the Seller shall be limited to exceed 60% of the Consideration; and (bv) any of the Warranties other than the Fundamental Warranties shall be limited to zero Warranty Claims (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 including in respect of Fundamental Warranties), Indemnity Claims and Tax Deed Claims shall not exceed an amount equal to the Consideration. 1. The relevant financial limits on liability set out in paragraphs (a) and (b) shall also be deemed to refer to and include (and limit liability in respect of) any Warranty Claim, irrespective of whether a Loss would be covered by similar warranty claims or indemnity claims arising under any other agreement in writing between any Seller and the W&I Insurance Policy or notPurchaser executed on the date hereof.

Limitations on Quantum. 1.1 The liability 5.1 Except in the case of fraud, 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 all Claims shall under all circumstances be limited to the amount of the Purchase Price received by the Seller. 5.2 Except in the case of fraud, the Seller’s total aggregate liability to compensate the Purchaser in respect of all Warranty Claims (other than Fundamental Warranties or any other obligation or covenant made or given by Seller in this Agreement, shall, Warranty Claims) and all Tax Indemnity Claims shall under all circumstances be limited to any Loss Losses not covered and paid under the W&I Insurance Policy and in any event the total aggregate amount payable by the Seller in respect of any and all Warranty Claims (other than Fundamental Warranty Claims) and all Tax Indemnity Claims shall be limited to EUR 1.00. 5.3 Except in the Consideration; and (b) any case of fraud, the Warranties other than Seller’s total aggregate liability to compensate the Purchaser in respect of all Fundamental Warranties Warranty Claims shall under all circumstances be limited to zero (EUR 0) (for any Losses not covered and paid under the W&I Insurance Policy, subject always to the total aggregate liability of the Seller specified in paragraph 5.1. For the avoidance of doubt, the Seller shall be liable to compensate the Purchaser shall have recourse in respect of all Losses falling within the retention amount under the W&I Insurance Policy up Policy. 5.4 Subject to paragraph 5.2, neither the Seller nor any member of Seller’s Group shall have any liability for breach of, and the Purchaser shall not have any right or remedy against the Seller or any member of the Seller’s Group for breach of or in connection with, any of the Warranties (other than the Fundamental Warranties to the maximum amount included thereinextent provided in this Schedule). 1.3 5.5 The Parties 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 parties agree that subject to the liability for Fundamental Warranties and fraud specified in paragraph 1.2 paragraphs 5.1 and 5.3 above, the aggregate liability of the Seller or any member of and the Seller’s Group shall under no circumstances have any liability towards be limited to the Purchaser, or the Purchaser be entitled to any actions against the Seller or any member of the Seller’s Grouptotal amount payable specified in paragraph 5.2, in each case in respect of any Warranty ClaimClaim (other than Fundamental Warranty Claims), irrespective of whether a Loss would be covered by the W&I Insurance Policy or not. 5.6 Claims based on fraud shall be satisfied (a) first, directly from the Seller and (b) second, from the W&I Insurance Policy (or vice versa, as determined by the Purchaser in its sole discretion).