Common use of Limitations on Quantum Clause in Contracts

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 in accordance with paragraphs 2(a) and 2(b) of this Schedule 6) exceed €237,500,000 (two hundred thirty-seven million five hundred thousand Euros).

Limitations on Quantum. 2.1 The liability of the Seller and the Guarantor each Party hereunder in respect ofof Warranty Claims (other than in respect of Fundamental Warranties and Tax Warranties) shall be limited as follows: (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 each Party 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 be liable in respect of all any such Claimsindividual Warranty Claim (or a series of such Warranty Claims arising from related causes, facts or circumstances) 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 where the liability of the Seller agreed or determined 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 such Warranty Claim (if substantiatedor series of such Warranty Claims) to the Buyer shall become due only to the extent such amount of Consideration is paid by the Buyer.does not exceed KRW 100 million; (b) each Party shall not be liable in respect of any such Warranty Claim in relation to unless the breach aggregate amount of all such Warranty Claims for which the Seller Specific Indemnities provided for under (ior the Purchaser, as applicable, would otherwise be liable by virtue of paragraph 2.1(a) 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 Receivablesexceeds KRW 10 billion; and (c) all other Claims: (i) shall not arise unless and until where the amount of such Claim when substantiated exceeds €350,000 (three hundred fifty thousand Euros); (ii) shall not arise unless and until the amount agreed or determined in respect of all such Warranty Claims for which it wouldreferred to in paragraph 2.1(b) exceeds KRW 10 billion, 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 (Purchaser, as appropriate) applicable, shall be limited to the excess amount of such the excess. 2.2 The aggregate amount over €3,000,000 liability of each Party in respect of all Warranty Claims (three million Euros); and (iiiother than in respect of Fundamental Warranties and Tax Warranties) shall not (when aggregated with exceed 10% of the amount Consideration. 2.3 The aggregate liability of each Party in respect of all other Claims shall not exceed 100% of the Consideration. 2.4 Notwithstanding anything to the contrary, the limitations set forth in paragraphs 1.1, 2.1, 2.2 and including all legal and other professional fees and expenses payable 2.3 of Schedule 4 shall not apply to any Claim based on actual fraud in the Seller Warranties by the Seller or Purchaser Warranties by the Guarantor (Purchaser, as appropriate) the case may be, perpetuated by such party with the knowledge that such Seller Warranties or Purchaser Warranties were inaccurate and with the intent to cause the other party to rely thereon to its detriment. 2.5 Notwithstanding anything to the contrary, the Seller shall have no liability in respect of any Claim relating to Taxes (i) for a taxable period (or portion thereof) beginning after the Accounts Date, except for any Warranty Claims based on the Tax Warranties, including any interest or penalty imposed on the Company that relate to any Tax Returns that Seller is required to file or cause the Company to timely prepare and file pursuant to Clause 13.6, provided that, for the avoidance of doubt, the Seller shall not be liable to the Purchaser for Taxes from the Company’s ordinary business income or Permitted Leakage, or (ii) for a taxable period (or portion thereof) beginning after the Completion Date. For these purposes, a Tax for a period that includes, but does not end on, the Accounts Date (or, if applicable, the Completion Date) shall be apportioned to the period ending on the Accounts Date (or, if applicable, the Completion Date) on a per diem basis in the case of real and personal property taxes and on an interim closing of the books basis as of the close of the Accounts Date (or, if applicable, the Completion Date) in the case of all such Claims other than the Claims paid in accordance with paragraphs 2(a) and 2(b) of this Schedule 6) exceed €237,500,000 (two hundred thirty-seven million five hundred thousand Euros)Taxes.