Common use of Limitations on Seller’s Liability Clause in Contracts

Limitations on Seller’s Liability. (a) If the Closing occurs, and subject to Section 14.3(b), Seller will have no liability to Buyer or any other person for indemnification or otherwise with respect to: (1) any claim that arises out of or results from a breach of any representation or warranty in Section 4 or any covenant in Section 6, unless Buyer notifies Seller of the claim and specifies in reasonable detail the facts giving rise to the claim within two years after the Closing Date; (2) any claim that arises out of or results from a breach of any representation or warranty in Section 4 if such representation or warranty was accurate on the date of this Agreement but due to events occurring after the date of this Agreement became materially inaccurate as of the Closing and Buyer expressly waived such breach as a closing condition under Section 8.1; (3) any claim that arises out of or results from a breach of any representation or warranty in Section 4, if the aggregate liability for the claim (together with any related claims) is less than $10,000.00; (4) all claims that arise out of or result from a breach of any representation or warranty in Section 4 that are not barred by Section 14.3(a)(3), unless the aggregate liability for such claims exceeds $90,000.00, and then only to the extent that the aggregate liability for such claims exceeds $90,000.00; or (5) claims that arise out of or result from a breach of any representation or warranty in Section 4 to the extent that Seller’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in Section 4 exceeds $2,000,000.00. (b) The limitations on Seller’s liability in this Section 14.3 will not apply with respect to a claim that arises out of or results from: (1) Seller’s failure to pay or perform any Retained Liability or any covenant; or (2) a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.8 or 4.13 or based on fraud or intentional misrepresentation.

Limitations on Seller’s Liability. (a) If Other than as set out in Section 9.3(a) or contained in the Closing occursSH Subscription and Call Option Agreement, and subject no Seller shall be required to Section 14.3(b)settle any Liability by a cash payment to the Buyer, Seller will have no liability to Buyer MSP or any other person for indemnification or otherwise with TMW in respect to: (1) any claim that arises out of or results from a breach of this Agreement and/or the documents in the Agreed Form and the Buyer, MSP and TMW covenant not to ▇▇▇ or otherwise seek to recover any representation cash or warranty similar financial compensation from the Sellers in Section 4 or any covenant in Section 6, unless Buyer notifies Seller of the claim and specifies in reasonable detail the facts giving rise relation to the claim within two years after the Closing Date; (2) any claim that arises out of or results from a for breach of any representation or warranty in Section 4 if such representation or warranty was accurate on the date of this Agreement but due to events occurring after and/or the date of documents in the Agreed Form, provided that ▇▇▇▇▇▇▇ complies with its obligations in this Agreement became materially inaccurate as of the Closing and Buyer expressly waived such breach as a closing condition under Section 8.1; (3) any claim that arises out of or results from a breach of any representation or warranty in Section 4, if the aggregate liability for the claim (together with any related claims) is less than $10,000.00; (4) all claims that arise out of or result from a breach of any representation or warranty in Section 4 that are not barred by Section 14.3(a)(3), unless the aggregate liability for such claims exceeds $90,000.00, and then only to the extent that the aggregate liability for such claims exceeds $90,000.00; or (5) claims that arise out of or result from a breach of any representation or warranty in Section 4 to the extent that Seller’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in Section 4 exceeds $2,000,000.009.5. (b) The limitations sole remedy available in relation to any claim under this Agreement and/or the documents in Agreed Form against the Sellers, other than under Section 9.3(a), whether it is a Claim against the Sellers or ▇▇▇▇▇▇▇, shall be a claw back by MSP of the Consideration Shares issued to ▇▇▇▇▇▇▇ and the SH Subscriber Shares issued to ▇▇▇▇▇ ▇▇▇▇▇▇ on Seller’s Closing. Accordingly, the aggregate maximum liability of the Sellers in respect of a breach of the representations and warranties in this Agreement (other than the Title Warranties) and any claim under Section 14.3 will 8.1 shall be £8,139,535, being the £61.85 value attributed per share to the Consideration Shares issued on Closing (“CS Value”). (c) ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall not apply with have any Liability to MSP in relation to any claim in relation to this Agreement and/or the documents in Agreed Form, unless such claim is a Substantiated Claim. (d) The amount payable on a Substantiated Claim shall be the amount agreed by MSP and Gresham, or determined by any such order or decree (as the case may be) to be payable in respect to of such claim (“Determined Amount”). (e) Following a claim that arises out of Substantiated Claim against any Seller or results from▇▇▇▇▇▇▇: (i) ▇▇▇▇▇▇▇ agrees to transfer to MSP (or as MSP directs), for a gross consideration of £1, such number of Consideration Shares which when multiplied by the CS Value, equal the sum of (i) Seller’s failure the Determined Amount and (ii) any stamp duty payable by reference to pay or perform any Retained Liability or any covenantthe transfer of such Consideration Shares; orand (2ii) ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to transfer to MSP (or as MSP directs), for a breach gross consideration of £1, such number of SH Subscriber Shares as is equal to the sum of (i) an amount of SH Subscriber Shares as is equal to the Claim Proportion of all the SH Subscriber Shares issued to ▇▇▇▇▇ ▇▇▇▇▇▇ at Closing and (ii) any representation or warranty contained in Sections 4.1stamp duty payable by reference to the transfer of such SH Subscriber Shares. For the purposes of this Section 9.5(e)(ii), 4.2, 4.3, 4.8 or 4.13 or based on fraud or intentional misrepresentation“Claim Proportion” means a proportion as is equal to the number of Consideration Shares that ▇▇▇▇▇▇▇ is required to transfer to MSP pursuant to Section 9.5(e)(i) divided by the total number of Consideration Shares issued to ▇▇▇▇▇▇▇ at Closing.

Limitations on Seller’s Liability. (a) If the Closing occurs, and subject to Section 14.3(b)14.5, Seller Sellers will have no liability to Buyer or any other person for indemnification or otherwise with respect to: (1) any claim that arises out of or results from a breach of any representation or warranty in Section 4 this Agreement or any covenant in Section 6, unless Buyer ▇▇▇▇▇ notifies Seller Sellers of the claim and specifies in reasonable detail the facts giving rise to the claim within two years sixty (60) days of the date Buyer becomes aware of or receives notice of the claim (if such claim is a third-party claim) and in any event within twenty-four (24) months after the Closing Date; (2) any claim that arises out of or results from a breach of any representation or warranty in Section 4 if such representation or warranty was accurate on the date of this Agreement but due or covenant in Section 6, if the aggregate liability for the claim is for less than $10,000, or unless the aggregate liability for all claims, including claims for less than $10,000, exceeds $50,000 in which event Sellers will be required to events occurring after the date of this Agreement became materially inaccurate as of the Closing and Buyer expressly waived such breach as a closing condition under Section 8.1pay or be liable only for aggregate losses that exceed $50,000; (3) any claim that arises out of or results from a breach of any representation or warranty in this Agreement, or covenant in Section 46, if to the extent that Sellers’ aggregate liability for the claim (together with any related claims) is less than $10,000.00; (4) all claims that arise out of or result from a breach of any representation or warranty in Section 4 that are not barred by Section 14.3(a)(3), unless the aggregate liability for such claims exceeds $90,000.00, and then only to the extent that the aggregate 200,000. This limitation of Sellers’ liability for such claims exceeds $90,000.00; or (5) claims that arise out of or result from a breach of any representation or warranty in Section 4 to the extent that Seller’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in Section 4 exceeds $2,000,000.00. (b) The limitations on Seller’s liability in this Section 14.3 will shall not apply with respect to a any claim that arises by Buyer arising out of Sellers’ fraud or results from: (1) Seller’s gross negligence or related to Sellers’ failure to pay or perform any Retained Liability or any covenantExcluded Liability; orand (24) a breach any and all claims arising directly or indirectly out of any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.8 or 4.13 or based on fraud or intentional misrepresentationthis Agreement are barred if not asserted within four (4) years of the date of this Agreement.