Monetary Limits. (a) In relation to Claims for breach of Warranties other than Fundamental Warranties, no individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR 500,000 shall be taken into account when calculating the total amounts of the Claim(s) and, for the avoidance of doubt, no such Claim shall be allowed to be made against any of the Sellers. (b) In relation to Claims for breach of Warranties other than Fundamental Warranties, the Buyer shall not have the right to compensation unless the total amount of all Claim(s), which the Buyer may present under this Agreement, is equal to or exceeds EUR 7,500,000, in which case the Buyer shall have the right to compensation for the amount exceeding such threshold, subject to the other limitations provided in this Section 9.5. (c) The aggregate liability of each of the Sellers shall (i) with respect to Claims resulting from a breach of the Warranties other than the Fundamental Warranties be limited to, and can never exceed, ten percent of such Seller’s pro rata share (in accordance with the Purchase Price Allocation) of the Purchase Price received by such Seller, (ii) with respect to Claims resulting from a breach of the Fundamental Warranties or this Agreement (not covered by (i) or (iii)) be limited to, and can never exceed, one hundred percent of such Seller’s pro rata share (in accordance with the Purchase Price Allocation) of the Purchase Price, and (iii) with respect to breaches of Sections 3.2(b)-(c) (Leakage) be limited as stated in such Sections.
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Sources: Share Purchase Agreement (Graphic Packaging International, LLC)
Monetary Limits. (a) In relation 2.1 With respect to Claims for breach of of, or inaccuracy in, the Warranties (other than Fundamental Warranties, no individual Claim, Tax Claims or series of Claims arising from substantially identical facts or circumstances, which is less than EUR 500,000 shall be taken into account when calculating the total amounts of the Claim(sSpecified Excluded Liability Warranty Claims) and, for the avoidance of doubt, no such Claim shall be allowed to be made against any of the Sellers.
(b) In relation to Claims for breach of Warranties other than Fundamental Warranties, the Buyer shall not have the right to compensation unless the total amount of all Claim(s), which the Buyer may present under this Agreement, is equal such Claims shall be limited as follows:
2.1.1 the Purchaser Indemnitees shall not be entitled to recover any amount in respect of any Claim (or series of related Claims) brought under the Warranties unless the aggregate amount to which the Purchaser Indemnitees would otherwise be entitled in respect of such Claim (or series of related Claims) equals or exceeds EUR 7,500,00075,000 (seventy-five thousand Euros) (the "Claim Threshold");
2.1.2 the Purchaser Indemnitees shall not be entitled to recover any amount in respect of any Claim (or series of related Claims) brought under the Warranties unless the aggregate amount to which the Purchaser Indemnitees would, subject to such Claim (or series of related Claims) meeting the Claim Threshold, otherwise be entitled exceeds EUR 1,000,000 (one million Euros), in which case the Buyer Purchaser shall have be entitled to recover the right to compensation for entire amount of such Damages;
2.1.3 taking into account all other Claims under the amount exceeding such thresholdWarranties, subject to the other limitations provided in this Section 9.5.
(c) The maximum aggregate liability of each of the Sellers shall (i) with respect to Claims resulting from a breach of Seller for the Warranties other than shall be an aggregate amount equal to EUR 30,000,000 (thirty million Euros), provided that the Fundamental Warranties Purchaser shall be limited to, and can never exceed, ten percent of such Seller’s pro rata share (entitled to freely elect at any time whether to satisfy a Claim wholly or partially in cash or by set-off in accordance with Clause 31.
2.2 Notwithstanding any other provision of this Agreement to the Purchase Price Allocation) contrary, for the purpose of the Purchase Price received by such Seller, (ii) with respect to Claims resulting from a determining whether any breach of or inaccuracy in any Warranty has occurred and/or the Fundamental Warranties Damages arising from, or this Agreement (not covered by (i) in connection with, such breach or (iii)) be limited toinaccuracy, and can never exceed, one hundred percent of such Seller’s pro rata share (in accordance with the Purchase Price Allocation) of the Purchase Price, and (iii) with respect any limitation or qualification as to breaches of Sections 3.2(b)-(c) (Leakage) be limited as stated "materiality" or "Material Adverse Effect" set forth in such SectionsWarranty shall be disregarded.
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Monetary Limits. (a) In relation to Claims for case of a breach of Warranties (other than Fundamental Warranties), no individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR 500,000 100,000 shall be taken into account when calculating the total amounts of the Claim(s) and, for the avoidance of doubt, no such Claim shall be allowed to be made against any of the Sellers).
(b) In relation to Claims for case of a breach of Warranties (other than Fundamental Warranties), the Buyer shall not have the right to compensation unless the total amount of all Claim(s), which the Claims made by Buyer may present under this Agreement, is equal to or exceeds EUR 7,500,0001,655,000. If the amount of such Claims exceeds that threshold in the aggregate, in which case the Buyer shall have the right to compensation for the amount exceeding such threshold, subject to the other limitations provided in this Section 9.510.6.
(c) The Each Seller’s maximum aggregate liability of each of the Sellers shall (i) with respect to Claims resulting from a breach of the Warranties other than the Fundamental Warranties under this Agreement shall, for any reason whatsoever, be limited to, and can never exceed, ten percent of such Seller’s pro rata share (in accordance with the Purchase Price Allocation) portion of the Purchase Price received by such Seller, (ii) with respect to Claims resulting from a breach of the Fundamental Warranties or this Agreement Seller (not covered by (i) or (iiitaking into account any Leakage)) be limited to, and can never exceed, one hundred percent of such Seller’s pro rata share (in accordance with the Purchase Price Allocation) of the Purchase Price, and (iii) with respect to breaches of Sections 3.2(b)-(c) Section 4.2 (Leakage) be limited as stated in such SectionsSection.
(d) Buyer’s right to compensation for (i) the Warranties (excluding the Fundamental Warranties) is limited to, and can never exceed, EUR 50,000,000, and (ii) the Fundamental Warranties is limited to, and can never exceed, the Purchase Price.
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