DURATION AND EXTENT Sample Clauses

DURATION AND EXTENT. The Warrantors shall not be liable in respect of a Tax Liability unless they have received from the Buyer written notice of the Assessment for Tax which relates to that Tax Liability within seven years from Completion.

DURATION AND EXTENT. 2.1 The Seller shall not be liable in respect of a liability arising under this Schedule unless it has received from the Buyer written notice of the Claim for Tax which relates to that Tax Liability within the date which is six years from the end of the accounting period in which Completion occurs. 2.2 The provisions of clauses 8 and Schedule 3 to this Agreement that specifically refer to the Tax Covenant shall apply to all claims under this Schedule as if the same were set out in full in this Schedule.

DURATION AND EXTENT. 1.1 The aggregate liability of the Warrantors and the Holdings Vendors in respect of all claims under this agreement (apart from claims in respect of Holdings Title Warranties or under clause 2.5 of this agreement) made: 1.1.1 on or prior to 15 March 2007 (“Year 1 Claims”) shall (subject as provided in paragraph 1.2) not exceed the principal amount standing to the credit of the Joint Account from time to time plus twenty per cent of the Consideration as adjusted in accordance with clause 3.2; and 1.1.2 on or after 16 March 2007 and prior to the second anniversary of the Completion Date (“Year 2 Claims”) shall not exceed the principal amount standing to the credit of the Joint Account at the opening of business on 16 March 2007 less any amounts in respect of any Year 1 Claims which at the date any Year 2 Claim is due to be settled have been paid out of the principal monies in the Joint Account after 16 March 2007 provided that if any Year 2 Claim shall be settled and paid before all Year 1 Claims have been settled and paid then thereafter Year 1 Claims shall only be liable to be settled and paid to the extent that the aggregate of all Year 1 Claims which are settled and paid (whether before or after 16 March 2007) do not exceed an amount equal to forty per cent of the Consideration as adjusted in accordance with clause 3.2 reduced by the aggregate of any amounts in respect of those Year 2 Claims and Year 1 Claims which have then been paid. 1.2 The aggregate liability of the Warrantors in respect of all Tax Claims made after the second anniversary of Completion but prior to the fourth anniversary of Completion shall not exceed £1,000,000. 1.3 The aggregate liability of the HHL Vendor in respect of all claims under the HHL Title Warranties shall not exceed the amount of Consideration received by it from time to time. 1.4 No amount shall be payable by and the Warrantors shall not be liable in respect of any Claim unless the amount of each individual Claim is in excess of £5,000 and unless and until the aggregate cumulative liability of the Warrantors in respect of all such individual Claims which exceed £5,000, exceeds £200,000 in which case the Warrantors shall be liable for both the initial £200,000 and the excess. 1.5 The Warrantors shall not be liable for any Claim unless the Holdings Vendors’ Representative is given notice in writing of that Claim (whether actual or contingent) stating in reasonable detail the nature of the Claim and an estimate of the am...

DURATION AND EXTENT. The Sellers shall not be liable in respect of a claim under Clause 7.1 unless they have received from the Buyer written notice of the claim under clause 7.1, which relates to such liability within seven years from Closing.

DURATION AND EXTENT. 2.1 The aggregate liability of the Warrantors in respect of all Claims shall: 2.1.1 in the case of Claims notified during the period from Completion down to and including the first anniversary of Completion ("FIRST PERIOD") not exceed a sum equal to seventy five (75) per cent of the Consideration; and 2.1.2 in the case of Claims notified during the period from and after the first anniversary of Completion down to and including the second anniversary of Completion ("SECOND PERIOD"), not exceed a sum equal to fifty (50) per cent of the Consideration except in the case of a Tax Claim in which case the Second Period will be the period from and after the first anniversary of Completion down to and including the seventh anniversary of Completion. 2.2 The liability of each Warrantor in respect of all Claims shall not exceed a sum equal to the amount set out against his name in column (2) below in relation to the First Period and the amount set out against his name in column (3) below in relation to the Second Period and, subject to that, his percentage liability in respect of any Claim shall not exceed the amount set out against his name in column (4) below.

DURATION AND EXTENT. 3.1 Schedule 5 of the Agreement shall apply in respect of any Tax Claim (with all necessary changes) as if the same were set out and repeated in this part 4 of this schedule, except that the time period provided in paragraph 2.3.1 of Schedule 5 for any Tax Claim shall be extended until the date that is 60 days following the expiration of the applicable structure of limitations, including extensions thereof.

DURATION AND EXTENT. 3.1 No claim shall be admissible and the Warrantors shall not be liable in respect of any Holdings Tax Claim unless details of the Holdings Tax Claim shall have been notified in writing to the Warrantors within four years of the Completion Date and unless legal proceedings shall have been served in respect of the Tax Claim within twelve months of such notice. 3.2 The provisions of schedule 9 shall apply to limit or exclude, as the case may be, the liability of the Warrantors in respect of any Tax Claim to the extent expressly provided therein.

DURATION AND EXTENT. The Vendors shall not be liable in respect of any Tax Claim unless details of the Tax Claim have been notified in writing to the Vendors' Representative within seven years of Completion provided that paragraph 1 of this part 4 and this paragraph 3 shall not apply to any Tax Claim which has arisen as a result of fraud or neglect on the part of any of the Vendors (at any time) or any Group Company (prior to Completion).

DURATION AND EXTENT. 3.1 The aggregate liability of the Seller in respect of all Claims under the Warranties and the Tax Covenant shall: 3.1.1 up until the date on which the Completion Accounts are agreed or determined in accordance with clause 7 (the "Settlement Date") not exceed the total amount of Consideration; and 3.1.2 following the Settlement Date, not exceed the Retention Amount unless the Buyer has notified the Seller of a Claim (in accordance with paragraph 3.3) prior to the Settlement Date which is in excess of the Retention Amount in which case the aggregate liability of the Seller under this agreement following the Settlement Date shall not exceed the lower of (a) the total amount of Consideration and (b) the aggregate of the Retention Amount and the amount of any Claim(s) notified prior to the Settlement Date. 3.2 No amount shall be payable by the Seller in respect of any Share Warranty Claim unless and until the aggregate cumulative liability of the Seller in respect of all such -------------------------------------------------------------------------------- 69 Share Warranty Claims exceeds US$30,000 in which case the Seller shall be liable for both the initial US$30,000 and the excess. 3.3 The Seller shall not be liable for any Claim unless the Seller is given notice in writing of that Claim setting out in reasonable detail the nature of the Claim and the amount claimed on or before 31 March 2004 . 3.4 Any Claim notified by the Buyer to the Seller shall be dealt with in accordance with clause 11 of this Agreement.