Limitations on Quantum. 1.1 The Warrantors shall have no liability whatsoever in respect of any Claim unless: 1.1.1 the liability of the Warrantors in respect of an individual Claim (or series of related Claims with respect to related facts or circumstances) exceeds [***] (excluding interest and costs) (a “Qualifying Claim”); and 1.1.2 the aggregate amount of the liability of the Warrantors for all such Qualifying Claims exceeds [***] (in which event the Warrantors shall be liable for the whole amount of such Qualifying Claims and not only for the excess over [***]). 1.2 The total aggregate liability of the Warrantors in respect of all Claims (other than Principal Warranty Claims) shall not exceed $2,000,000. For the avoidance of doubt, the sole remedy of the Buyer for all Claims (other than Principal Warranty Claims) shall be to payment from the Escrow Account in accordance with Schedule 8 and, after the release of the Escrow Amount shall be limited to the Escrow Amount paid out pursuant to paragraph 10 of Schedule 8 and the Buyer’s sole remedy for such claims shall be set off against the Milestone Loan Stock. 1.3 The total aggregate liability of the Warrantors in respect of each and all Principal Warranty Claims shall not exceed the combined total of (i) the Escrow Amount; and (ii) an amount equal to 50% of the aggregate nominal value of each of: (a) the Series A Loan Stock; (b) the Series B Loan Stock; (c) the Series C Loan Stock; and
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Sources: Sale and Purchase Agreement (Zogenix, Inc.), Sale and Purchase Agreement (Zogenix, Inc.)