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.
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Sources: Share Purchase Agreement
Limitations on Quantum. 2.1 Subject to paragraph 7 of this Schedule 5 (Sellers’ Limitations on Liability):
1.1 The liability of the Sellers and the Guarantor hereunder in respect of any Warranty Claims Claim or Tax Claim (other than in respect of Title and Capacity Warranties) shall be limited as follows:where applicable):
(a) the Sellers and the Guarantor shall not be liable in respect arise unless and until the amount of any individual Warranty Claim (or a series of all Losses subject to Warranty Claims arising from substantially identical facts or circumstances(excluding Sellers’ Fundamental Warranty Claims) where for which they would, in the liability agreed or determined absence of this provision be liable, exceeds US$5,000,000.00 (five million dollars), in respect of any such Warranty Claim does not exceed 0.1% of which case the Consideration (and where such liability exceeds such amount, the Sellers and the Guarantor Purchaser shall be liable for entitled to claim the whole of such amount of the claim as agreed or determined and not only merely the excessexcess (subject to the other limitations set out in this Schedule); and
(b) shall not:
(i) in the case of a Sellers’ Fundamental Warranty Claim, exceed the aggregate Closing Consideration paid to the Sellers, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Closing Consideration actually received by the Seller;
(ii) in the case of a Fundamental Operational Warranty Claim, exceed the aggregate Closing Consideration paid to the Sellers, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Closing Consideration actually received by the Seller; and
(iii) in the case of a Sellers’ Operational Warranty Claim or Tax Claim, exceed the Escrow Amount, on the basis that the maximum aggregate liability of any Seller in respect of all such claims shall not exceed its Pro Rata Portion of the Escrow Amount.
1.2 Subject to paragraph 8 below, each Seller’s aggregate liability under this Agreement for any reason whatsoever shall be limited to the Pro Rata Portion of the Closing Consideration actually received by such Seller.
1.3 In respect of a claim against the Sellers under this Agreement for breach of any of the Sellers' Operational Warranties, the Purchaser shall, subject to the other limitations in this Schedule 5, be entitled to claim and deduct the Guarantor entire amount of such claim from the Escrow Amount only.
1.4 In respect of a claim against any of the Sellers under this Agreement for breach of any of the Sellers’ Fundamental Warranties, the Purchaser shall only be entitled to claim damages from the Seller who breached the relevant Sellers’ Fundamental Warranty (unless any other Seller had actual knowledge of such breach).
1.5 In respect of a claim against the Sellers under this Agreement for breach of any of the Fundamental Operational Warranties, the Purchaser shall, subject to the other limitations set out in this Schedule, be entitled to claim the entire amount of such claim from (a) first, the Escrow Amount; and (b) second, to the extent that the amount standing to the credit of the Escrow Account is insufficient to satisfy such claim in full, from the Sellers, subject always to paragraph 1.1(b) above and provided that each Seller shall not be liable for more than its Pro Rata Portion of the aggregate amount settled or determined in favour of the Purchaser 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)claim.
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.
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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 Warrantors shall not be liable in respect of for any individual Warranty Claim or any individual claim for breach of the Tax Warranties (or a series “Tax Warranty Claim”) unless the amount of Warranty Claims arising from substantially identical facts or circumstances) where the liability agreed or determined in respect of any such that individual Warranty Claim does not exceed 0.1% of the Consideration or individual Tax Warranty Claim exceeds £10,000 (and where such liability exceeds such amountin which event, the Sellers and the Guarantor Warrantors shall be liable for the whole amount of the such claim as agreed or determined and not only the excessexcess over such amount); and.
(b) 2.2 Subject to paragraph 2.1, the Sellers and the Guarantor Warrantors shall not be liable in respect of any Warranty Claim or any Tax Warranty Claim, unless and until the aggregate amount of the liability in respect of that Warranty Claim or Tax Warranty Claim when aggregated with the amount of the liability in respect of all other Warranty Claims and Tax Warranty Claims (excluding any amounts in respect of a Warranty Claim or Tax Warranty Claim for which it would otherwise be liable by virtue the Warrantors have no liability because of paragraph (a2.1) exceeds 1% of the Consideration £500,000 (and where such amount is exceededin which event, the Sellers and the Guarantor Warrantors shall be liable for the whole amount of the claims as agreed or determined such Warranty Claims and Tax Warranty Claims and not only the excessexcess over such amount).
2.2 2.3 Subject always to paragraph 2.8, the aggregate liability of the Family Sellers (for the avoidance of doubt, acting in their personal capacity only, and not in their capacity as Trustee Sellers) in respect of all Warranty Claims, Tax Warranty Claims, Tax Claims and/or all Indemnity Claims shall not in any circumstances exceed an amount equal to 90 per cent of the aggregate amount of the Consideration for the purchase of the Shares actually paid to the Family Sellers or set off against amounts owing to the Family Sellers in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.4 The aggregate liability of each Seller in respect of all claims for breach of clause 2.2 of this agreement (a “Title Claim”) shall not in any circumstances exceed an amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Seller or set off against amounts owing to the relevant Seller in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.5 Subject to paragraph 2.10, the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty shall not in any circumstances exceed an amount equal to the aggregate amount of the Consideration for the purchase of the Shares actually paid to the relevant Trustee Seller or set off against amounts owing to the relevant Trustee Seller in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.6 Subject always to paragraph 2.9, the aggregate liability of each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ in respect of all Warranty Claims, Tax Warranty Claims, Tax Claims and/or all Indemnity Claims shall not in any circumstances exceed an amount equal to 90 per cent of the aggregate amount of the Consideration for the purchase of the Shares actually paid to ▇▇▇▇▇ ▇▇▇▇▇▇▇ or set off against amounts owing to ▇▇▇▇▇ ▇▇▇▇▇▇▇ in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.7 Subject always to paragraph 2.9, the aggregate liability of each of ▇▇▇▇▇ ▇▇▇▇▇▇ in respect of all Warranty Claims, Tax Warranty Claims, Tax Claims and/or all Indemnity Claims shall not in any circumstances exceed an amount equal to 90 per cent of the aggregate amount of the Consideration for the purchase of the Shares actually paid to ▇▇▇▇▇ ▇▇▇▇▇▇ or set off against amounts owing to ▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with the terms of this agreement, in each case, as at the date upon which such claim is agreed, settled or determined in accordance with the terms of this agreement.
2.8 During the period commencing on the second anniversary of Completion and ending on the Guarantor third anniversary of Completion, the aggregate liability of the Family Sellers (for the avoidance of doubt, acting in their personal capacity only, and not in their capacity as Trustee Sellers) in respect of all Warranty Claims other than or Tax Warranty Claims Claims, notified by the Buyer during that period and Title agreed, settled or determined in accordance with the terms of this agreement shall reduce and Capacity Warranty Claims shall not in any circumstances exceed 30% an amount equal to the aggregate amount of the ConsiderationEarn Out Consideration actually paid to the Family Sellers or set off against amounts of the Earn Out Consideration which would otherwise have been payable to the Family Sellers in accordance with the terms of this agreement.
2.3 The 2.9 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of the Sellers each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ in respect of all Warranty Claims or Tax Warranty Claims, notified by the Buyer during that period and Indemnity Claims agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed 100% an amount equal to the amount of the Earn Out Consideration actually paid to either ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ (as the case may be) or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to either ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ (as the case may be) in accordance with the terms of this agreement.
2.10 During the period commencing on the second anniversary of Completion and ending on the third anniversary of Completion the aggregate liability of each of the Trustee Sellers in respect of all claims for breach of a Fundamental Warranty notified by the Buyer during that period and agreed, settled or determined in accordance with the terms of this agreement shall reduce to and shall not in any circumstances exceed an amount equal to the amount of the Earn Out Consideration actually paid to the relevant Trustee Seller or set off against the amounts of such Earn Out Consideration which would otherwise have been payable to the relevant Trustee Seller in accordance with the terms of this agreement.
2.11 For the purposes of this schedule, “Consideration” shall mean the aggregate of:
(a) the Cash Payment (as adjusted by the Completion Accounts);
(b) the principal amount under the Loan Stock Instrument; and
(c) the Earn-Out Consideration.
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