Common use of Sole Liability Clause in Contracts

Sole Liability. The Seller hereby acknowledges and agrees that, effective upon the Closing Date, it shall be solely liable for any Losses (as such term is defined in the Original Share Purchase Agreement) arising out of (a) any inaccuracy in or breach of the representations or warranties made by the Seller or the Company in Article 2 of the Original Share Purchase Agreement or in any certificate delivered by or on behalf of the Seller or the Company pursuant to the Original Share Purchase Agreement, in each case, as of the date of the Original Share Purchase Agreement and as of the closing date thereunder, or (b) any breach of agreements or covenants made by the Seller or the Company in the Original Share Purchase Agreement, in each case, in accordance with the terms of the Original Share Purchase Agreement, and that the Company shall not be liable for any such Losses. For the avoidance of doubt, the Losses in the preceding sentence shall be in respect of 100% of share capital of the Company and not limited to the New Shares (as such term is defined in the Original Share Purchase Agreement) issued to the Purchaser thereunder but shall remain subject to all other limitations, including survival periods, as set forth in the Original Share Purchase Agreement, provided that, notwithstanding anything to the contrary in the Original Share Purchase Agreement, the aggregate amount of Losses for which the Seller is obligated to indemnify thereunder (other than Losses in connection with any breach of representations and warranties of the Seller and the Company contained in Sections 2.1, 2.2, 2.3, 2.4, 2.15, 2.20, or 2.21 thereof) shall not exceed US$25,000,000, and the Losses in connection with any breach of representations and warranties made by the Seller and the Company in Sections 2.15, 2.20 and 2.21 thereof shall not exceed US$70,000,000. The Seller hereby further acknowledges that it shall be solely liable for all obligations set forth in the Original Share Purchase Agreement as joint and several obligations of the Seller and the Company, and that the Company shall not be liable for any such obligations. The Purchaser hereby acknowledges that as of the date hereof it is not and has not been aware of any inaccuracy in or breach of the representations or warranties made by the Seller or the Company in the Original Share Purchase Agreement.