Common use of Maximum and minimum amounts Clause in Contracts

Maximum and minimum amounts. (a) The Sellers are not liable under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (1) exceeds £100,000; and (2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 9.5(a)(1) exceeds £1,000,000, in which event, subject to clauses 9.5(b) and 9.5(c), the Sellers are liable for so much of that amount which exceeds £1,000,000. (b) Subject to the remainder of this clause 9, including (without limitation) the limitations in clause 9.14: (1) the maximum aggregate amount that a Seller is required to pay in respect of Title Claims whenever made is limited to its Respective Proportion of the Paid Non-Deloitte Purchase Price, provided, however, that to the extent such Title Claim exceeds the Paid Non-Deloitte Purchase Price, the remaining portion of the Purchase Price which later becomes payable to such Seller (if any) may be utilized by Buyer to satisfy the remaining portion of such Title Claim in accordance with the provisions of clause 10.4. (2) the maximum aggregate amount that the Warrantor is required to pay in respect of all Tax Claims whenever made is limited to the Tax Claim Cap; and (3) the maximum aggregate amount that the Warrantor, or, if applicable, a Seller is required to pay in respect of Non-Title Claims (other than Tax Claims) whenever made is, in respect of the Warrantor, limited to the Non-Title Claim Cap, or in respect of a Seller, that Seller’s Relevant Proportion of the Non-Title Claim Cap, as applicable, provided, that if the Paid Non-Deloitte Purchase Price increases and there are unpaid Claims, any such increase will be applied against such Claims in accordance with the provisions of clause 10.4 up to the applicable Claim cap in sub-clauses (1), (2) or (3) above. (c) For the purposes of clause 9.5(a)(1), Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Warranty. Notwithstanding the foregoing, nothing contained in this agreement shall limit the rights of any party hereto to seek to obtain injunctive relief or specific performance.

Maximum and minimum amounts. (a) The Sellers are Seller Group is not liable under a Claim unless the amount finally agreed or adjudicated to be payable in respect of that Claim: (1) exceeds £100,0000.40% of the Purchase Price (ignoring any adjustments to the Purchase Price pursuant to this deed); and (2) either alone or together with the amount finally agreed or adjudicated to be payable in respect of other all Claims that satisfy clause 9.5(a)(1exceeds 1.5% of the Purchase Price (ignoring any adjustments to the Purchase Price pursuant to this deed) exceeds £1,000,000(Deductible), in which event, subject to clauses 9.5(b11.5(b) and 9.5(c11.5(c), the Sellers are Seller is liable for so much all of that amount which exceeds £1,000,000amount, including the Deductible. (b) Subject to the remainder of this clause 9, including (without limitation) the limitations in clause 9.14: (1) the The maximum aggregate amount that a the Seller is required to pay in respect of Title of: (1) Fundamental Claims is limited to the Purchase Price (ignoring any adjustments to the Purchase Price pursuant to this deed), which will increase to the Purchase Price (ignoring any adjustments to the Purchase Price pursuant to this deed) together with the FID Payment once the FID Payment has been made in accordance with clause 3.5, and which will increase again to the Purchase Price (ignoring any adjustments to the Purchase Price pursuant to this deed) together with the FID Payment and the First Production Payment once the First Production Payment has been made in accordance with clause 3.6; and (2) all other Claims whenever made is limited to its Respective Proportion of the Paid Non-Deloitte Purchase Price, provided, however, that to the extent such Title Claim exceeds the Paid Non-Deloitte Purchase Price, the remaining portion 20% of the Purchase Price which later becomes payable (ignoring any adjustments to such Seller (if any) may be utilized by Buyer the Purchase Price pursuant to satisfy this deed), provided that, for the remaining portion avoidance of such Title Claim in accordance with the provisions of clause 10.4. (2) doubt, the maximum aggregate amount that liability on the Warrantor is required to pay in respect Seller for all Claims under this deed cannot exceed 100% of all Tax Claims whenever made is limited the Purchase Price together with the FID Payment and the First Production Payment (ignoring any adjustments to the Tax Claim Cap; and (3) the maximum aggregate amount that the Warrantor, or, if applicable, a Seller is required to pay in respect of Non-Title Claims (other than Tax Claims) whenever made is, in respect of the Warrantor, limited to the Non-Title Claim Cap, or in respect of a Seller, that Seller’s Relevant Proportion of the Non-Title Claim Cap, as applicable, provided, that if the Paid Non-Deloitte Purchase Price increases and there are unpaid Claims, any such increase will be applied against such Claims in accordance with the provisions of clause 10.4 up pursuant to the applicable Claim cap in sub-clauses (1this deed), (2) or (3) above. (c) For the purposes of clause 9.5(a)(1), 11.5(a)(1): (1) Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Seller’s Warranty. Notwithstanding ; and (2) Claims of the foregoingsame or similar nature arising out of the same or similar facts, nothing contained in this agreement shall limit the rights of any party hereto to seek to obtain injunctive relief or specific performancematters and circumstances will be treated as one Claim.