LIMITATIONS ON THE SELLERS’ LIABILITY Sample Clauses
POPULAR SAMPLE Copied 1 times
LIMITATIONS ON THE SELLERS’ LIABILITY. 6.1 The Seller is not required to indemnify under Part D Schedule 3 in respect of any inaccuracy of any Warranty unless the amount claimed in any Notice of Claim (a “Relevant Claim”), on its own or when combined with any other amounts claimed in respect of other Relevant Claims, exceeds €75 million (the “Threshold”), and once the Threshold has been exceeded, the Buyer can claim for the entire amount of the Relevant Claim(s) without regard to such Threshold; provided, however, that there shall be no minimum amount that must be claimed in respect of any Excluded Warranties and amounts claimed in respect of an Excluded Warranty shall not be included for purposes of determining whether the Threshold has been reached.
6.2 The Seller is not required to indemnify in respect of any Relevant Claim which is less than € 300,000, and individual Relevant Claims which are less than such amount shall not be counted for purposes of determining whether the aggregate amount of Relevant Claims exceeds the Threshold; provided, that any series of similar Relevant Claims having their origin in the same factual circumstances may be aggregated for purposes of this Clause 6.2. This Clause 6.2 shall not apply to any Relevant Claims with respect to the Warranties set out in paragraph 6 of Part A Schedule 3; provided that, for the avoidance of doubt, Clause 6.1 shall continue to apply to such Relevant Claims.
6.3 The total amount payable by the Seller in respect of all Relevant Claims is not to exceed € 945,000,000 (as adjusted pursuant to Clause 6.7) provided, however, that there shall be no limit on the total amount payable by the Seller in respect of any Excluded Warranties or in respect of the Warranties contained in paragraph 10 of Part A Schedule 3, which shall not be included in determining whether the cap provided in this Clause 6.3 has been reached.
6.4 Notwithstanding anything in this Agreement to the contrary, the provisions of Clauses 6.1, 6.2 and 6.3 shall not apply to any indemnity in respect of a Tax Claim.
6.5 The Seller is not liable for a Relevant Claim unless a Notice of Claim has been delivered to the Seller:
6.5.1 on or before the fifth anniversary of the Closing Date in respect of any Relevant Claim in respect of any inaccuracy of any of the Warranties contained in paragraph 10 of Part A Schedule 3;
6.5.2 on or before the date which is ninety (90) days following the date on which the relevant statute of limitations has expired, in respect of any Tax Claim; and
6...
LIMITATIONS ON THE SELLERS’ LIABILITY. 10.1 The liability of the Seller pursuant to this Agreement is subject to the provisions of schedule 4 (Limitations on the Seller’s liability).
10.2 The provisions of schedule 4 (Limitations on the Seller’s liability) will not apply to any claim insofar as it results from the fraud of the Seller.
LIMITATIONS ON THE SELLERS’ LIABILITY. (a) Notwithstanding anything in this Agreement, the provisions in this Article VII shall operate to limit all liabilities of the Seller whatsoever under any and all claims (including Third Party Claims) for indemnification by the Purchasers under this Agreement (the “Indemnity Claims”).
(b) No Indemnity Claims shall arise in respect of any Loss as contemplated above to the extent that liability for such breach occurs or is increased wholly or partly as a result of the passing of, or any change in, any Law, regulation or administrative practice not in effect at the First Payment Date whether with or without retrospective effect.
(c) The Seller Warranties and the liability of the Seller under this Agreement shall be subject to and qualified by:
(i) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchasers or in accordance with the terms of this Agreement;
(ii) any provisions on the limitation of the Seller’s liability as may at any time be agreed in writing by the Purchasers; and
(iii) written disclosures made by the Seller on or before the Signing Date and accepted by the Purchasers.
(d) The rights and remedies of the Purchasers under this Article VII are exclusive and in lieu of any and all other rights and remedies that the Purchasers may have under this Agreement or otherwise for monetary relief with respect to any breach of or failure by the Seller to perform any representation, warranty, or covenant set forth in this Agreement.
LIMITATIONS ON THE SELLERS’ LIABILITY. 14.1 The Sellers’ liability under this Agreement shall be limited in accordance with the provisions of Schedule 6.
14.2 The parties agree for the purpose of any claim under this Agreement that Losses incurred by any member of the Buyer’s Group shall be determined on the basis that the Buyer’s direct parent company owns the entire issued share capital of the Buyer.
LIMITATIONS ON THE SELLERS’ LIABILITY. 7.1 The Sellers are not liable in respect of a Relevant Claim unless and until the amount that would otherwise be recoverable from all the Sellers (but for this clause 7.1) in respect of that Relevant Claim, when aggregated with any other amount or amounts recoverable in respect of other Relevant Claims, exceeds US$100,000 Provided That each Seller's liability in respect of a Relevant Claim shall be several and limited to:
7.1.1 where such Relevant Claim relates to the Shares, the percentage of such Relevant Claim that appears against its name under the column titled "Percentage of Price allocated to Shares" in schedule 4; and
7.1.2 where such Relevant Claim relates to the IFC Debt and/or the DEG Debt, the percentage of such Relevant Claim that appears against its name under the column titled "Percentage of Price allocated to Debt" in schedule 4.
7.2 The Sellers' total liability in respect of all Relevant Claims is limited to the aggregate purchase price paid by the Buyers pursuant to clause 5 and severally received or receivable by the Sellers pursuant to this Agreement.
7.3 The Buyers shall have no claim whatsoever against any director, shadow director, officer, employee, or agent of the Sellers (or any of them) in respect of any claim for a breach of the Warranties.
LIMITATIONS ON THE SELLERS’ LIABILITY. The provisions of this Schedule will apply notwithstanding any provisions to the contrary in this Agreement.
LIMITATIONS ON THE SELLERS’ LIABILITY. The Seller shall not be liable for any Claim for indemnification under this Agreement:
LIMITATIONS ON THE SELLERS’ LIABILITY. The provisions set out in Schedule 4 (Provisions for the protection of the Seller) shall have effect.
LIMITATIONS ON THE SELLERS’ LIABILITY. 12.1 Each Seller’s (in respect of itself only and not in respect of any other Seller) total liability in respect of all Relevant Claims shall be several and limited to the amount of the Total Consideration received by it under this Agreement. For the avoidance of doubt, any amount of the Total Consideration paid to the Sellers’ Solicitors’ Account pursuant to clause 9 and 17 shall be deemed to have been “received” by the relevant Seller, for the avoidance of doubt this does not include the EBT Loan and the Employee Loan Repayment Amount.
LIMITATIONS ON THE SELLERS’ LIABILITY. 5.1 Neither of the Sellers are liable in respect of a Relevant Non-Tax Claim unless the amount that would otherwise be recoverable from the relevant Seller (but for this clause 5. 1) in respect of that Relevant Non-Tax Claim exceeds (pound)1,000.
5.2 Neither of the Sellers are liable in respect of a Relevant Non-Tax and Non-Environmental Claim unless and until the amount that would otherwise be recoverable from the Sellers (but for this clause 5.2) in respect of that Relevant Non-Tax and Non-Environmental Claim, when aggregated with any other amount or amounts recoverable in respect of other Relevant Non-Tax and Non-Environmental Claims (excluding any amounts in respect of a Relevant Non-Tax Claim for which the Sellers have no liability because of clause 5.1), exceeds(pound)250,000 and in the event that the aggregated amounts exceed(pound)250,000 the Sellers are only liable for the excess.
5.3 Neither of the Sellers are liable in respect of a Relevant Environmental Claim unless and until the amount that would otherwise be recoverable from the Sellers (but for this clause 5.3) in respect of that Relevant Environmental Claim, when aggregated with any other amount or amounts recoverable in respect of other Relevant Environmental Claims (excluding any amounts in respect of a Relevant Non-Tax Claim for which the Sellers have no liability because of clause 5.1), exceeds(pound)250,000 and in the event that the aggregated amounts exceed(pound)250,000 the Sellers are only liable for the excess.
5.4 The Sellers' total liability in respect of all Relevant Non-Tax Claims is limited to (pound)750,000 in aggregate save that their total liability in respect of all Relevant Environmental Claims shall be an additional (pound)750,000 in aggregate.
5.5 Neither of the Sellers are liable in respect of a Relevant Claim unless the relevant Buyer has given the relevant Seller written notice of the Relevant Claim (stating in reasonable detail the nature of the Relevant Claim and, if practicable, the amount claimed):
5.5.1 on or before the seventh anniversary of Completion in respect of a Relevant Tax Claim;
5.5.2 on or before the second anniversary of Completion in respect of a Relevant Environmental Claim;
5.5.3 on or before the first anniversary of Completion in respect of another Relevant Claim; and
5.5.4 Notwithstanding the foregoing, there shall be no limitation as to when a Relevant Claim may be brought with respect to the warranty contained in paragraph 2 of Schedule 3 Part...