Common use of Financial Limits Clause in Contracts

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller The Sellers shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series unless the Sellers would, but for this paragraph 1(a), have a liability in respect of related Claims arising from that Warranty Claim in excess of €200,000, excluding any liability for costs and interest. Where the same or substantially similar facts or circumstances concerning give rise to more than one Warranty Claim, such ProjectWarranty Claims shall be aggregated for the purpose of determining whether such €200,000 sum has been exceeded. For the purposes of this paragraph 1(a) and paragraph 1(b) only, unless to the amount extent that any Warranty is qualified by materiality, any such materiality qualification 004600-0228-14943-Active.18252126.10 shall be disregarded in assessing whether the quantum of damages (but not the question of breach) in respect of that Warranty Claim (together with or, where the same facts or matters give rise to more than one Warranty Claim, the aggregate amount quantum of any other damages (but not the question of breach) in respect of the series of Warranty Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in exceeds €200,000 or €7,500,000 as the case of fraud or gross negligence.‌may be. (b) Subject to Section 8.2.2(c), The Sellers shall not be liable in respect of each Project, any Warranty Claim unless the relevant Seller shall Sellers have no an aggregate liability to the Buyer under this Agreement unless and until the aggregate amount in respect of the Indemnifiable Losses suffered or incurred by the Buyer all Warranty Claims (without taking into account any excluding Warranty Claims excluded pursuant to Section 8.2.2(a)by virtue of paragraph 1(a) concerning such Project exceeds RMB1,500,000above) in excess of €7,500,000, in which case the relevant Seller shall be liable to the Buyer excluding any liability for any costs and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌interest. (c) In respect of each Project, the maximum The aggregate liability of a relevant Seller to the Buyer Sellers (including costs and interest) for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project claims under this Agreement the Warranties shall not exceed 30% of its relevant Liability Cap Reference Amount. €5,000,000. (d) The maximum aggregate Buyer agrees that any liability of the Sellers for a Seller Warranty Claim shall be satisfied solely and exclusively from the Escrow Account without recourse against the Sellers (without prejudice to the Buyer a claim for all Claims for breach of Fundamental Warranties concerning fraud or fraudulent misrepresentation against a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Seller).

Financial Limits. ‌The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series (other than Claims in respect of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim (together with exceeds EUR 100,000 in which case the aggregate Purchaser shall be entitled to claim the whole amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and not the excess only and in that event, this case the relevant Seller Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be liable for treated as one and the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌same Warranty Claim; (b) Subject to Section 8.2.2(c), the Seller shall not be liable in respect of each Project, any Warranty Claim (other than Claims in respect of the relevant Seller shall have no liability Fundamental Warranties) except to the Buyer under this Agreement unless and until extent that the aggregate amount of damages resulting from any and all Warranty Claims exceed in aggregate EUR 750,000 (provided that if the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant Slovenian Transaction does not occur and Clause 13.6 applies this figure will be reduced to Section 8.2.2(aEUR 277,000)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller Purchaser shall be liable entitled to claim the Buyer for any whole amount and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that not the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌excess only; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to the Buyer for (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims for breach in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) concerning such Project combined (other than the indemnity under paragraph 8.1(a) of this Agreement Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed 30% of its relevant Liability Cap Reference Amount. The EUR 11,087,000 (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this figure will be increased to EUR 30,000,000); and (d) the maximum aggregate liability of a the Seller to (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Buyer for all Warranties, DD Specific Indemnity Claims for breach and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of Fundamental Warranties concerning a Relevant Project owned by such Seller this Schedule 4 and the indemnity under this Agreement in total paragraph 9.5(a) of Schedule 5) shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller an amount equal to the Buyer for all Claims concerning a Relevant Project owned by such Seller under aggregate of the Croatian Purchase Price (provided that, if the Slovenian Transaction occurs, then as from the Slovenian Closing this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌figure will be increased so as to thereafter equal an amount equal to the Croatian Purchase Price plus the Slovenian Purchase Price).

Financial Limits. ‌4.1 The liability of the Seller under or in respect of the Warranties (other than the Fundamental Warranties, with respect to subparagraph (c) below) shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), the Seller shall not be liable in respect of each Projectof, the relevant Seller and there shall have no liability to the Buyer under this Agreement in respect of be disregarded for all purposes, any Warranty Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds GBP200,000 (together with save that where any claim by the aggregate amount Purchaser relates to a series of any other Claims) related claims or events, all the damages for such related claims shall exceed a total sum be aggregated for the purpose of RMB150,000 (“Minimum Sum”this paragraph), and in that event, which case the relevant Seller shall be liable for the entire full amount of the Indemnifiable Losses under such Claim(s) Warranty Claim as agreed or determined and not only for such amount in excess of just the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌excess; (b) Subject to Section 8.2.2(c), the Seller shall not be liable in respect of each Project, the relevant Seller shall have no liability any Warranty Claim except to the Buyer under this Agreement unless and until extent that the aggregate amount of the Indemnifiable Losses suffered or incurred damages resulting from any and all Warranty Claims (other than claims disregarded as contemplated by the Buyer subparagraph (without taking into account any Claims excluded pursuant to Section 8.2.2(aa) above) exceed in aggregate GBP1,000,000 (excluding interest and all legal and other costs and expenses)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to for the Buyer for any full amount of the Warranty Claim as agreed or determined and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that not just the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌excess; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to the Buyer for in respect of any and all Warranty Claims (other than Claims for breach in respect of the Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30an amount equal to 40% of its relevant Liability Cap Reference Amount. The the Consideration; and (d) the maximum aggregate liability of a the Seller to in respect of any and all Warranty Claims in respect of the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed (when taken together with all other claims under this agreement and any claims under all other Transaction Documents) an amount equal to 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Consideration.

Financial Limits. ‌4.1 The liability of the Seller under or in respect of the Warranties (other than the Fundamental Warranties, with respect to subparagraph (c) below) shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), the Seller shall not be liable in respect of each Projectof, the relevant Seller and there shall have no liability to the Buyer under this Agreement in respect of be disregarded for all purposes, any Warranty Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim exceeds GBP200,000 (together with save that where any claim by the aggregate amount Purchaser relates to a series of any other Claims) related claims or events, all the damages for such related claims shall exceed a total sum be aggregated for the purpose of RMB150,000 (“Minimum Sum”this paragraph), and in that event, which case the relevant Seller shall be liable for the entire full amount of the Indemnifiable Losses under such Claim(s) Warranty Claim as agreed or determined and not only for such amount in excess of just the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌excess; (b) Subject to Section 8.2.2(c), the Seller shall not be liable in respect of each Project, the relevant Seller shall have no liability any Warranty Claim except to the Buyer under this Agreement unless and until extent that the aggregate amount of the Indemnifiable Losses suffered or incurred damages resulting from any and all Warranty Claims (other than claims disregarded as contemplated by the Buyer subparagraph (without taking into account any Claims excluded pursuant to Section 8.2.2(aa) above) exceed in aggregate GBP2,000,000 (excluding interest and all legal and other costs and expenses)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to for the Buyer for any full amount of the Warranty Claim as agreed or determined and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that not just the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌excess; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to the Buyer for in respect of any and all Warranty Claims (other than Claims for breach in respect of the Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30an amount equal to 35% of its relevant Liability Cap Reference Amount. The the Consideration; and (d) the maximum aggregate liability of a the Seller to in respect of any and all Warranty Claims in respect of the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed (when taken together with all other claims under this agreement and any claims under all other Transaction Documents) an amount equal to 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Consideration.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) paragraph 15, the liability of the Seller shall be limited as follows: k. there shall be disregarded for all purposes, and 8.2.2(c)the Seller shall not be liable in respect of, any Claim in respect of each Projectwhich the amount of the damages (or, in the case of a Tax Covenant Claim, the relevant amount) to which the Purchaser would otherwise be entitled is less than: a. in respect of Claims in respect of Title and Capacity Warranties, nil; b. in respect of all other Claims other than a claim under clause 10 of this agreement, A$450,000; l. the Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series of related Claims arising from Tax Covenant Claim or any claim under the same or substantially similar facts or circumstances concerning such Project, General Indemnity unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 damages (“Minimum Sum”)or, and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Projecta Tax Covenant Claim, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)amount) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for resulting from any and all Warranty Claims and Tax Covenant Claims or any claims under the General Indemnity (other than those excluded pursuant to Section 8.2.2(a), provided that Claims disregarded as contemplated by paragraph (a) above) exceeds in aggregate the limitation on each Seller’s indemnification obligations retention under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌W&I Insurance Policy; (c) In respect of each Project, m. the maximum aggregate liability of a relevant the Seller to arising out of or in connection with any and all Warranty Claims, Tax Covenant Claims or any claim under the Buyer for General Indemnity shall not exceed AUD 1; n. the Seller shall not be liable in respect of any Other Claim unless the aggregate amount of damages resulting from any and all Other Claims (other than Other Claims for breach of Fundamental Warrantiesdisregarded as contemplated by paragraph (a) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The above) exceeds in aggregate AUD 250,000; and o. the maximum aggregate liability of a the Seller to the Buyer for in respect of all and any Other Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌USD$321,345,000.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no 1.1 No liability will attach to the Buyer under this Agreement Founders in respect of any Claim or series of related Claims arising from claim under the same or substantially similar facts or circumstances concerning such Project, Warranties (other than a Tax Warranty) (a "Warranty Claim") unless the amount of the Warranty Claim, or a series of connected Warranty Claims of which that Warranty Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”)is one, exceeds £5,000 and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by liability of the Buyer (without taking into account any Founders in respect of all Warranty Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000£50,000, in which case event the relevant Seller Founders will (subject to the limitations set out in this agreement) be liable for the whole of that liability and not merely the excess. 1.2 The aggregate liability of the Founders in respect of all Warranty Claims and all claims under the Tax Warranties and all claims brought under the Tax Covenant (collectively, "Claims") will not exceed the aggregate amount of the Initial Cash Payment, the Second Payment and the Earn-out Payment paid and to be paid to all of the Sellers (and not just the Founders) under this agreement. In the event of a Warranty Claim being paid by the Founders and then repaid (in whole or in part) under the provisions of paragraph 3 of this Schedule then, to the extent repaid, the Warranty Claim will not constitute a Warranty Claim for the purpose of this paragraph 1.2 with effect from the date of repayment to the Founders. 1.3 The maximum liability of L▇▇▇▇▇ ▇▇▇▇▇ in respect of all Claims shall not exceed the aggregate amount of the Initial Cash Payment, the Second Payment and the Earn-out Payment paid and to be paid to L▇▇▇▇▇ ▇▇▇▇▇ and The Poppy Trust together. 1.4 In relation to each separate Claim, L▇▇▇▇▇ ▇▇▇▇▇ shall be liable to for 50% of the Buyer for any and amount of such Claim. 1.5 The maximum liability of S▇▇▇▇▇ ▇▇▇▇▇▇ in respect of all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30the aggregate amount of the Initial Cash Payment, the Second Payment and the Earn-out Payment paid and to be paid to S▇▇▇▇▇ ▇▇▇▇▇▇ and Helpsonic Ltd Pension Fund together. 1.6 In relation to each separate Claim, S▇▇▇▇▇ ▇▇▇▇▇▇ shall be liable for 50% of its relevant Liability Cap Reference Amount. The maximum aggregate liability the amount of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Claim.

Financial Limits. ‌3.1 The liability of the Sellers under or in respect of any Warranty Claim, a Clause 10.7 Covenant Claim and, where applicable, a Tax Claim shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), the Sellers shall not be liable in respect of each Projectof, the relevant Seller and there shall have no liability to the Buyer under this Agreement in respect of be disregarded for all purposes, any Warranty Claim (other than a Fundamental Warranty Claim) or series of related Claims arising from the same or substantially similar facts or circumstances concerning such ProjectClause 10.7 Covenant Claim, unless the amount of the damages or payment (as the case may be) to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim or Clause 10.7 Covenant Claim (together as the case may be) exceeds EUR 750,000 and for these purposes (x) multiple claims arising from a single cause of action or similar fact or circumstance shall not be considered to be separate Claims, and (y) any Clause 10.7 Covenant Claims arising under a subsection of clause 10.7 shall be aggregated with all other Clause 10.7 Covenant Claims arising under the same subsection of clause 10.7, but not with any Clause 10.7 Covenant Claim arising under any other subsection of clause 10.7; (b) the Sellers shall not be liable in respect of any Warranty Claim (other than a Fundamental Warranty Claim) or Clause 10.7 Covenant Claim except to the extent that the amount of damages resulting from any and all Warranty Claims and Clause 10.7 Covenant Claims (other than claims disregarded as contemplated by subparagraph (a) above) exceed in aggregate an amount equal to EUR 9,000,000 (the “Threshold”) and in the event the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that eventexceeds the Threshold, the relevant Seller Sellers shall only be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such any amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌Threshold; and (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for Sellers in respect of: (i) any and all Warranty Claims (other than a Fundamental Warranty Claim or Tax Warranty Claim) and Clause 10.7 Covenant Claims, in the aggregate, shall not exceed an amount equal to 27.5% of the Consideration; and (ii) any and all Tax Claims for breach shall not exceed an amount equal to 27.5% of Fundamental Warranties) concerning such Project the Consideration. For the avoidance of doubt, the liability of the Sellers under any other provision of this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller be subject to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌any financial limits.

Financial Limits. ‌Subject to paragraph 23, the liability of the Seller shall be limited as follows: (a) Subject there shall be disregarded for all purposes: (i) subject to Sections 8.2.2(bsub paragraph (a)(ii) and 8.2.2(c(a)(iii), any Claim in respect of which the amount of the damages to which the Purchaser would otherwise be entitled is less than EUR 100,000; (ii) subject to sub paragraph (a)(iii) any Claim in respect of an Agreed Litigation Matter, in respect of each Projectwhich the amount of the damages to which the Purchaser would otherwise be entitled (having deducted the amount of any set off, counterclaim, deduction or retention against or in connection with any such Agreed Litigation Matter) is less than the value attributed to such Agreed Litigation Matter in the column entitled “Amount” in Part B of the litigation report referenced at item 5 of Schedule 3 of the Disclosure Letter; (iii) in relation to any Claim in respect of an Agreed Litigation Matter, an amount of such Claim equal to the aggregate of: (A) the value attributed to such Agreed Litigation Matter in the column entitled “Amount” in Part B of the litigation report referred to at item 5 of Schedule 3 of the Disclosure Letter; and (B) the amount of any set off, counterclaim, deduction or retention against or in connection with any such Agreed Litigation Matter; (b) other than in relation to Claims in respect of Agreed Litigation Matters, the relevant Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of damages resulting from any and all Claims (other Claimsthan Claims in respect of Agreed Litigation Matters or Claims disregarded as contemplated by paragraph (a) shall oben) exceed a total sum of RMB150,000 (“Minimum Sum”)in aggregate EUR 400,000, and in provided that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of all such Claims as agreed or determined and not just the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌excess; and (c) In respect with the exception of each Project, claims for wilful deceit (arglistige Täuschung) and other intentional breaches of contract (vorsätzliche Vertragsverletzungen) which shall not be subject to any cap: (i) the maximum aggregate liability of a relevant the Seller in respect of all and any Claims relating to the Buyer for Known VAT Risk shall not exceed EUR 1,000,000; the maximum aggregate liability of the Seller in respect of all Claims in respect of the Title and Capacity Warranties and all and any other Claims (other than any Claims for breach of Fundamental Warrantiesrelating to the Known VAT Risk) concerning such Project under this Agreement shall not exceed 30% EUR 1,000,000 provided that such amount shall be increased by the amount of its relevant Liability Cap Reference Amount. The the ADP Payment Amount (if applicable) up to a maximum aggregate amount of EUR 1,025,500; and (ii) the maximum aggregate liability of a the Seller to the Buyer for in respect of all Claims for breach in respect of Fundamental the Known VAT Risk, the Title and Capacity Warranties concerning a Relevant Project owned by such Seller under this Agreement in total and all and any other Claims shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌EUR 2,000,000.

Financial Limits. ‌The liability of the Seller for breach of the Warranties and the Indemnities (to the extent expressed to be applicable) shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series (other than Claims in respect of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, Fundamental Warranties) unless the amount of the damages to which the Purchaser would, but for this subparagraph, be entitled as a result of that Warranty Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000EUR 100,000, in which case the relevant Purchaser shall be entitled to claim the whole amount and not the excess only and in this case the Warranty Claims with respect of the same subject matter or otherwise substantially connected shall be treated as one and the same Warranty Claim; (b) the Seller shall not be liable in respect of any Warranty Claim (other than Claims in respect of the Fundamental Warranties) except to the Buyer for extent that the amount of damages resulting from any and all Warranty Claims other than those excluded pursuant exceed in aggregate EUR 750,000, in which case the Purchaser shall be entitled to Section 8.2.2(a), provided that claim the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall whole amount and not apply in the case of fraud or gross negligence.‌excess only; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to the Buyer for (excluding Seller’s costs and Costs of Recovery) in respect of any and all Warranty Claims (other than Claims for breach in respect of the Fundamental Warranties), DD Specific Indemnity Claims and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) concerning such Project combined (other than the indemnity under paragraph 8.1(a) of this Agreement Schedule 4 and the indemnity under paragraph 9.5(a) of Schedule 5) shall not exceed 30% of its relevant Liability Cap Reference Amount. The EUR 30,000,000; and (d) the maximum aggregate liability of a the Seller to (excluding Seller’s costs and Costs of Recovery) in respect of Claims in respect of the Buyer for all Warranties, DD Specific Indemnity Claims for breach and Tax Indemnity Claims (other than Secondary Tax Indemnity Claims) combined (other than the indemnity under paragraph 8.1(a) of Fundamental Warranties concerning a Relevant Project owned by such Seller this Schedule 4 and the indemnity under this Agreement in total paragraph 9.5(a) of Schedule 5) shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller an amount equal to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Purchase Price.

Financial Limits. ‌Subject to paragraph 15, the liability of the Seller shall be limited as follows: (a) Subject to Sections 8.2.2(b) there shall be disregarded for all purposes, and 8.2.2(c)the Seller shall not be liable in respect of, any Claim in respect of each Projectwhich the amount of the damages (or, in the case of a Tax Covenant Claim, the relevant amount) to which the Purchaser would otherwise be entitled is less than: (i) in respect of Claims in respect of Title and Capacity Warranties, nil; (ii) in respect of all other Claims other than a claim under clause 10 of this agreement, A$450,000; (b) the Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series of related Claims arising from Tax Covenant Claim or any claim under the same or substantially similar facts or circumstances concerning such Project, General Indemnity unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 damages (“Minimum Sum”)or, and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Projecta Tax Covenant Claim, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)amount) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for resulting from any and all Warranty Claims and Tax Covenant Claims or any claims under the General Indemnity (other than those excluded pursuant to Section 8.2.2(a), provided that Claims disregarded as contemplated by paragraph (a) above) exceeds in aggregate the limitation on each Seller’s indemnification obligations retention under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌W&I Insurance Policy; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to arising out of or in connection with any and all Warranty Claims, Tax Covenant Claims or any claim under the Buyer for General Indemnity shall not exceed AUD 1; (d) the Seller shall not be liable in respect of any Other Claim unless the aggregate amount of damages resulting from any and all Other Claims (other than Other Claims for breach of Fundamental Warrantiesdisregarded as contemplated by paragraph (a) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The above) exceeds in aggregate AUD 250,000; and (e) the maximum aggregate liability of a the Seller to the Buyer for in respect of all and any Other Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌USD$321,345,000.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant 2.1 No Seller shall have no liability to the Buyer under this Agreement be liable in respect of any single Claim (other than Claims in relation to the Title Warranties) unless the aggregate liability of the Sellers pursuant to such Claim or series of related Claims arising from the same or substantially similar set of facts or circumstances concerning such Project, unless (excluding any liability in respect of the amount costs and expenses incurred in association with that Claim) exceeds €300,000. 2.2 No Seller shall be liable in respect of that any single Non-Tax Claim (together with other than Claims in relation to the Title Warranties) unless the aggregate amount of the liability of that Seller for all Claims not excluded by paragraph 2.1 exceeds €4,250,000, and then shall only be liable for the excess over €4,250,000. 2.3 The aggregate liability of each Seller in respect of any other Claimsand all Claims (and any claim under clause 5 and clause 8.8) shall be limited to and shall in no event exceed an amount equal to the Consideration received by it. 2.4 The aggregate liability of each Seller in respect of any and all Warranty Claims shall be limited to and shall in no event exceed an amount equal to 20 percent of the Consideration received by it. 2.5 Except in relation to a total sum Tax Covenant Claim (in respect of RMB150,000 (“Minimum Sum”which the proportionate liabilities of the Sellers shall be determined in accordance with Schedule 6), subject to paragraphs 2.1 to 2.4 above and taking into consideration the effects of paragraphs 1.3 and 1.4 above, where: (a) both Sellers are liable (or potentially liable) in that eventrespect of a Claim (or a claim under clause 5 or clause 8.8) the liability of each Seller shall not exceed its Relevant Proportion of such claim; and (b) one Seller is solely liable (or potentially liable) in respect of a Claim (or a claim under clause 5 or clause 8.8), the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Projectthe entirety of such claim without reduction by reference to its Relevant Proportion. 2.6 ITI shall be solely responsible for any claims under this agreement which relate to the transfer of additional shares in TVN to N-Vision and/or any allotment of additional shares in N-Vision to ITI referred to in clause 6.2(e) (and, the relevant Seller notwithstanding any other provision of this agreement, GC+ shall have no liability in relation to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(asuch claim)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller 1.1 The Sellers shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series unless their liability in respect of related such Warranty Claim would exceed €50,000, excluding any liability for costs and interest. For the purposes of this paragraph, Warranty Claims arising from the same events or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount causes shall be regarded as a single Warranty Claim. 1.2 The Sellers shall not be liable in respect of any other ClaimsWarranty Claim unless their aggregate liability in respect of all such Warranty Claims (excluding Warranty Claims for which they have no liability by reason of paragraph 1.1) shall would exceed a total sum of RMB150,000 (“Minimum Sum”)€500,000, excluding any liability for costs and interest, in that event, which circumstances the relevant Seller Sellers shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in just the excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌over €500,000. (b) Subject to Section 8.2.2(c), in respect of each Project1.3 Unless expressly provided otherwise, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant each Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project claims under this Agreement shall not exceed 30% of its relevant such Seller’s Seller Liability Cap Reference Amount. The maximum Cap, provided always that the aggregate liability of a each Seller for: (a) all General Warranty Claims (other than IP Warranty Claims) shall not exceed an amount equal to the Buyer for all Claims for breach 20% of Fundamental Warranties concerning a Relevant Project owned such Seller’s Seller Liability Cap less any claims previously paid out by such Seller under this Agreement in total Agreement; (b) all IP Warranty Claims shall not exceed 100an amount equal to 30% of its relevant such Seller’s Seller Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned less any claims previously paid out by such Seller under this Agreement in total Agreement; (c) all Tax Claims shall not exceed 100an amount equal to 30% of its relevant such Seller’s Seller Liability Cap Reference Amount.‌less any claims previously paid out by such Seller under this Agreement.

Financial Limits. ‌Subject to paragraph 19, the liability of the Seller shall be limited as follows: (a) Subject to Sections 8.2.2(b) and 8.2.2(c), there shall be disregarded for all purposes any Warranty Claim in respect of each Project, which the relevant amount of the damages to which the Purchaser would otherwise be entitled is less than EUR 100,000; (b) the Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of damages resulting from any and all such Claims (other Claimsthan Claims disregarded as contemplated by paragraph (a) shall above) exceed a total sum of RMB150,000 (“Minimum Sum”)in aggregate EUR 2,000,000, and in provided that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of all such Claims as agreed or determined and not just the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌excess; (c) In respect of each Project, the maximum aggregate liability of a relevant the Seller to the Buyer for all arising out of or in connection with any Warranty Claims (other than any Claims in respect of the Title and Capacity Warranties but including any Claims in respect of any other Seller’s Warranties), and including, for breach the avoidance of Fundamental Warranties) concerning such Project under this Agreement doubt, any liability pursuant to clause 16, shall not exceed 30an amount equal to 12.5% of its relevant Liability Cap Reference Amount. The the Estimated Purchase Price; (d) the maximum aggregate liability of a the Seller arising out of or in connection with any Tax Covenant Claims, including, for the avoidance of doubt, any liability pursuant to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total clause 16, shall not exceed 100an amount equal to 50% of its relevant Liability Cap Reference Amount. The the Estimated Purchase Price; and (e) the maximum aggregate liability of a the Seller to the Buyer for in respect of all Claims concerning in respect of the Title and Capacity Warranties and all and any other Claims (other than a Relevant Project owned by such Seller Claim under this Agreement and in total connection with subclauses 5.5, 5.8 and 10.12), including, for the avoidance of doubt, any liability pursuant to clause 16, shall not exceed 100% the amount of its relevant Liability Cap Reference Amount.‌the Purchase Price.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller 1.1 The Sellers shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series any Tax Claim unless they have an aggregate liability in respect of related Claims arising from that Warranty Claim or, as the same case may be, Tax Claim in excess of £15,000. 1.2 The Sellers shall not be liable in respect of any Warranty Claim or substantially similar facts or circumstances concerning such Projectany Tax Claim other than a Tax Claim pursuant to paragraphs 1.2, 1.3, 1.4, 1.5 and 1.6 of part 3 of schedule 3 unless the amount Sellers have an aggregate liability in respect of that Claim all Warranty Claims and Tax Claims (together with excluding all Warranty Claims and Tax Claims for which the aggregate amount Sellers have no liability by reason of any other Claimsparagraph 1.1) shall exceed a total sum and all Warranty Claims under the Business Sale Agreement in excess of RMB150,000 (“Minimum Sum”)£500,000, and in that event, the relevant Seller shall such circumstances they will be liable for the entire amount of such claims. 1.3 For the Indemnifiable Losses under such Claim(s) and not only for such amount in excess purposes of the Minimum Sum. The limitation this paragraph 1, a Warranty Claim or a Tax Claim which is based on more than one event or circumstance, each Seller’s indemnification obligations under this Section 8.2.2(a) of which would separately give rise to a Warranty Claim or Tax Claim, shall not apply in be treated as a separate Warranty Claim or Tax Claim, as the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c)may be, in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered event or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌circumstance. (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. 1.4 The maximum aggregate liability of a Seller the Sellers in respect of all claims by the Buyer to be indemnified under clause 4.4 all Warranty Claims and Tax Claims and all claims by TRM (ATM) Limited to be indemnified under clause 5.3 of the Business Sale Agreement and all Warranty Claims under the Business Sale Agreement shall not exceed the aggregate of: 1.4.1 £43,373,000; and 1.4.2 plus any sum payable by the Buyer and minus any sum payable to the Buyer for all Claims for breach in accordance with clauses 6.2 and 6.5 of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement Agreement; and 1.4.3 minus any reduction in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller the purchase price pursuant to clause 10.8; and 1.4.4 minus any sum payable to the Buyer for all Claims concerning a Relevant Project owned in accordance with clause 10.9; and 1.4.5 plus any sum payable by such Seller TRM (ATM) Limited and minus any sum payable to TRM (ATM) Limited in accordance with clause 6.4 of the Business Sale Agreement; and 1.4.6 less any amount paid to TRM (ATM) Limited under this Agreement clause 11.8.2.1 of the Business Sale Agreement; and 1.4.7 plus any increase in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌the purchase price pursuant to clause 10.8 and 10.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each the Project, the relevant each Seller shall have no liability to the Buyer under this Agreement in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such the Project, unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each the Project, the relevant each Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such the Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall 8.2.2(b)shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each the Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such the Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant the Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant the Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply Except in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Projectfraud, the maximum aggregate liability of a relevant Seller to the Buyer CME Parties, on the one hand, and the ▇▇▇▇▇▇▇ Parties, on the other hand, for any and all Indemnity Claims (or other than Claims for breach claims arising in respect of Fundamental Warranties) concerning such Project under this Agreement and made prior to Closing shall not exceed 30% US$500,000. For the avoidance of doubt, this limitation shall be inapplicable for all such claims if the Closing occurs. (b) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of a Warranty only if the amount payable (but for this Clause 7.6(b)) in respect of such Indemnity Claim: (i) exceeds US$500,000; and (ii) when taken with every other Indemnity Claim for which the liability of the relevant Party or its Affiliates individually exceeds the relevant Liability Cap Reference Amount. threshold for such Indemnity Claim in Clause 7.6(b)(i) and 7.6(c)(i), and all Indemnity Claims also exceed in aggregate US$4,000,000, in which case the Party shall be liable for the whole amount of all such Indemnity Claims and not only for the excess, provided that the foregoing limitations shall not apply (1) in respect of any Indemnity Claim related to any TET Group Tax Warranty or any Fundamental Warranty or (2) in respect of any Indemnity Claim made prior to Closing. (c) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of any TET Group Tax Warranty or any Fundamental Warranty only if the amount payable (but for this Clause 7.6(c)) in respect of such Indemnity Claim: (i) exceeds US$100,000; and (ii) when taken with every other Indemnity Claim in respect of any TET Group Tax Warranty or any Fundamental Warranty for which the liability of the relevant Party or its Affiliates individually exceeds US$100,000, also exceeds in aggregate US$2,000,000, in which case the Party shall be liable for the whole amount of all such Indemnity Claims and not only for the excess, provided that any amount(s) payable in respect of any Indemnity Claim made pursuant to this Clause 7.6(c) shall be included in the aggregate total for the purposes of Clause 7.6(b)(ii), and provided further that none of the foregoing limitations shall apply in respect of any Indemnity Claim made prior to Closing. (d) Notwithstanding the preceding provisions in this Clause 7.6, ▇▇▇▇▇▇▇ shall be liable in respect of any Indemnity Claim made after Closing in respect of the Warranty set out in Clause 4.2 of Part C of Schedule 2 only if the amount payable (but for this Clause 7.6(d)) in respect of such Indemnity Claim exceeds US$1,000,000, provided that any amount payable in respect of any Indemnity Claim made pursuant to this Clause 7.6(d) shall be included in the aggregate total for the purposes of Clause 7.6(b)(ii). (e) For the purpose of Clauses 7.6(b) and 7.6(c) above two or more Indemnity Claims arising from the same set of facts, matters or circumstances or a series of related facts, matters or circumstances shall be treated as a single Indemnity Claim. (f) Except for Indemnity Claims in respect of TET Tax Group Warranties and Fundamental Warranties and except in the case of fraud, the maximum aggregate liability of any Party for any and all Indemnity Claims shall not exceed US$50,000,000. (g) The maximum aggregate liability of a Seller to the Buyer any Party for any and all Indemnity Claims for arising out of or in connection with any breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total Warranty shall not exceed 100% US$100,000,000, except in the case of its fraud, in which case no limits shall apply. (h) For purposes of the calculation of Losses pursuant to this Clause 7, any materiality or similar qualification (including any monetary threshold) referred to in the relevant Liability Cap Reference Amount. The maximum aggregate liability Warranty which is the subject of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total an Indemnity Claim shall not exceed 100% of its relevant Liability Cap Reference Amount.‌be ignored.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller The Sellers shall have no liability to the Buyer under this Agreement not be liable in respect of any Warranty Claim or series unless the Sellers would, but for this paragraph 1(a), have a liability in respect of related Claims arising from that Warranty Claim in excess of €200,000, excluding any liability for costs and interest. Where the same or substantially similar facts or circumstances concerning give rise to more than one Warranty Claim, such ProjectWarranty Claims shall be aggregated for the purpose of determining whether such €200,000 sum has been exceeded. For the purposes of this paragraph 1(a) and paragraph 1(b) only, unless to the amount extent that any Warranty is qualified by materiality, any such materiality qualification shall be disregarded in assessing whether the quantum of damages (but not the question of breach) in respect of that Warranty Claim (together with or, where the same facts or matters give rise to more than one Warranty Claim, the aggregate amount quantum of any other damages (but not the question of breach) in respect of the series of Warranty Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in exceeds €200,000 or €7,500,000 as the case of fraud or gross negligence.‌may be. (b) Subject to Section 8.2.2(c), The Sellers shall not be liable in respect of each Project, any Warranty Claim unless the relevant Seller shall Sellers have no an aggregate liability to the Buyer under this Agreement unless and until the aggregate amount in respect of the Indemnifiable Losses suffered or incurred by the Buyer all Warranty Claims (without taking into account any excluding Warranty Claims excluded pursuant to Section 8.2.2(a)by virtue of paragraph 1(a) concerning such Project exceeds RMB1,500,000above) in excess of €7,500,000, in which case the relevant Seller shall be liable to the Buyer excluding any liability for any costs and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌interest. (c) In respect of each Project, the maximum The aggregate liability of a relevant Seller to the Buyer Sellers (including costs and interest) for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project claims under this Agreement the Warranties shall not exceed 30% of its relevant Liability Cap Reference Amount. €5,000,000. (d) The maximum aggregate Buyer agrees that any liability of the Sellers for a Seller Warranty Claim shall be satisfied solely and exclusively from the Escrow Account without recourse against the Sellers (without prejudice to the Buyer a claim for all Claims for breach of Fundamental Warranties concerning fraud or fraudulent misrepresentation against a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Seller).

Financial Limits. ‌1.1 Subject to paragraph 9 of this Schedule 8 (Limitations on Liability): (a) Subject to Sections 8.2.2(bthe total aggregate liability of each of the Warrantors in respect of all Claims and Tax Claims (other than Specified Claims) and 8.2.2(c)shall not exceed in respect of DB €24,500,000, in respect of Nitrogen €5,250,000, in respect of Landsbanki €2,345,000, in respect of ALMC €1,155,000 and in respect of the Managers €1,750,000 less, in each Projectcase, that party’s Indirect Interest Holder Warranty Proportion of any Due Amount paid to the Purchaser in respect of a Bribery Indemnity Claim made pursuant to Clause 9.1, and any such Claims or Tax Claims (other than the Specified Claims) in respect of which there is a Due Amount shall only be satisfied in accordance with Clause 9 (Warranty Escrow Account) or, in the case of Tax Claims, paragraph 4 of Schedule 9 (Tax Covenant); (b) in relation to any Interim Covenant Claim: (i) the sole recourse of the Purchaser to ALMC and Nitrogen shall be to the amount standing to the credit of the Interim Covenant Escrow Account from time to time before the Initial Interim Covenant Escrow Account Release Date; (ii) the maximum liability of each of DB and Landsbanki shall be the amount paid to it from the Interim Covenant Escrow Account pursuant to the SPA Modification Deed, less the aggregate of any amounts it has previously paid prior to the making of such Interim Covenant Claim to the Purchaser to discharge an Aggregated Interim Covenant Escrow Claim (excluding any amounts paid by DB and Landsbanki in respect of Bribery Indemnity Claims pursuant to Clause 9); and (iii) for the avoidance of doubt, no Manager shall have any liability for any Interim Covenant Claims, and any such Interim Covenant Claims in respect of which there is a Due Amount shall only be satisfied in accordance with Clause 10 (Interim Covenant Escrow Account); and (c) the total aggregate liability of the Warrantors in respect of all Specified Claims shall not exceed the lesser of €30 million and the sum of (i) the aggregate of the amounts paid to DB and Landsbanki from the Warranty Escrow Account and the Interim Covenant Escrow Account pursuant to the SPA Modification Deed plus (ii) the aggregate of the amounts standing to the credit of the Warranty Escrow Account and the Interim Covenant Escrow Account immediately following the payment of such amounts to DB and Landsbanki. Any Specified Claims in respect of which there is a Due Amount shall only be satisfied in accordance with Clause 9 (Warranty Escrow Account) or Clause 10 (Interim Covenant Escrow Account) or, in the case of Transfer Pricing Specified Claims under paragraph 4 of Schedule 9 (Tax Covenant). 1.2 Save as otherwise expressly provided for in this Agreement, the relevant Seller Warrantors shall have no not be liable in respect of any single Claim or Tax Claim unless the amount of the liability pursuant to that Claim or Tax Claim (as applicable) agreed or determined would (but for this paragraph 1.2) exceed €1 million (and, for these purposes, Claims and Tax Claims arising out of the same or similar subject matter, facts, events or circumstances (including to the Buyer under extent arising in different taxing jurisdictions) shall be aggregated to form a single Claim or Tax Claim). For the avoidance of doubt and without limiting the generality of this Agreement paragraph 1.2, all Transfer Pricing Claims arising out of the same or similar subject matter, facts, events or circumstances (including to the extent arising in different Tax jurisdictions) arising during the longer of any single period of account or Tax Period or examination cycle shall be aggregated to form a single Tax Claim. 1.3 Save as otherwise expressly provided for in this Agreement, the Warrantors shall not be liable in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, Tax Claim unless the amount of that Claim (together with the aggregate amount of the liability of the Vendor or the Warrantors for all Claims and Tax Claims (including claims for any breach of Fundamental Warranties) other Claims) shall exceed a total sum of RMB150,000 than Claims or Tax Claims excluded by paragraph 1.2 exceeds €25 million, in which case, subject as provided elsewhere in this Schedule 8 (“Minimum Sum”Limitations on Liability), and in that event, the relevant Seller Warrantors shall be liable liable, subject to paragraph 1.1, for the entire amount of the Indemnifiable Losses under such Claim(s) Claims or Tax Claims and not only for such amount in excess of merely the Minimum Sum. The limitation on each Sellerexcess. 1.4 Each Indirect Interest Holder’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), maximum liability in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Indirect Interest Holder Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant Seller to the Buyer for all Claims (other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement shall not exceed 30% that part of its relevant Liability Cap Reference Amount. The maximum the aggregate liability of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to Final Cash Consideration and the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Contingent Consideration it receives.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply Except in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer any Termination Amount payable under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each ProjectClause 5.2, the maximum aggregate liability of a relevant the Seller to Parties, on the one hand, and the Buyer Parties, on the other hand, for any and all Indemnity Claims (or other than Claims for breach claims arising in respect of Fundamental Warranties) concerning such Project under this Agreement and made prior to Closing shall not exceed 30% US$500,000. For the avoidance of doubt, this limitation shall be inapplicable for all such claims if the Closing occurs. (b) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of a Warranty only if the amount payable (but for this Clause 6.6(b)) in respect of such Indemnity Claim: (i) exceeds US$500,000; and (ii) when taken with every other Indemnity Claim for which the liability of the relevant Party or its Affiliates individually exceeds the relevant Liability Cap Reference Amount. threshold for such Indemnity Claim in Clause 6.6(b)(i) and 6.6(c)(i), and all Indemnity Claims also exceed in aggregate US$4,000,000, in which case the Party shall be liable for the whole amount of all such Indemnity Claims and not only for the excess, provided that the foregoing limitations shall not apply (1) in respect of any Indemnity Claim related to any Fundamental Warranty or (2) in respect of any Indemnity Claim made prior to Closing. (c) A Party shall be liable in respect of an Indemnity Claim made after Closing in respect of any Fundamental Warranty only if the amount payable (but for this Clause 6.6(c)) in respect of such Indemnity Claim: (i) exceeds US$100,000; and (ii) when taken with every other Indemnity Claim in respect of any Fundamental Warranty for which the liability of the relevant Party or its Affiliates individually exceeds US$100,000, also exceeds in aggregate US$2,000,000, in which case the Party shall be liable for the whole amount of all such Indemnity Claims and not only for the excess, provided that any amount(s) payable in respect of any Indemnity Claim made pursuant to this Clause 6.6(c) shall be included in the aggregate total for the purposes of Clause 6.6(b)(ii), and provided further that none of the foregoing limitations shall apply in respect of any Indemnity Claim made prior to Closing. (d) For the purpose of Clauses 6.6(b) and 6.6(c) above two or more Indemnity Claims arising from the same set of facts, matters or circumstances or a series of related facts, matters or circumstances shall be treated as a single Indemnity Claim. (e) Except for Indemnity Claims in respect of Fundamental Warranties and except in the case of fraud, the maximum aggregate liability of any Party for any and all Indemnity Claims shall not exceed US$100,000,000. (f) The maximum aggregate liability of a Seller to the Buyer any Party for any and all Indemnity Claims for arising out of or in connection with any breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total Warranty shall not exceed 100% US$300,000,000, except in the case of its fraud, in which case no limits shall apply. (g) For purposes of the calculation of Losses pursuant to this Clause 6, any materiality or similar qualification (including any monetary threshold) referred to in the relevant Liability Cap Reference Amount. The maximum aggregate liability Warranty which is the subject of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total an Indemnity Claim shall not exceed 100% of its relevant Liability Cap Reference Amount.‌be ignored.

Financial Limits. ‌ (a) 2.1 Subject to Sections 8.2.2(b) paragraphs 2.2 and 8.2.2(c), in respect 2.3 of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement in respect of any Claim or series of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum of RMB150,000 (“Minimum Sum”), and in that event, the relevant Seller shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each ProjectSchedule 5, the maximum aggregate liability of a relevant Seller to the Buyer for Sellers in respect of all Claims (other than Claims for breach of Fundamental WarrantiesIndemnity Claims) concerning such Project under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. £125,000, 2.2 The maximum aggregate liability of a Seller the Sellers in respect of all Claims (other than Indemnity Claims) recoverable by the Buyer under the Warranty and Indemnity Insurance Policy shall not exceed £62,500. 2.3 Where the loss or liability to the Buyer for or the Company in respect of all Claims claims for breach of the Fundamental Warranties concerning exceeds £15,000,000 (“Excess”), the Sellers shall be liable for the Excess only and subject to a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% maximum aggregate liability of its relevant Liability Cap Reference Amount. the aggregate sum of the Consideration less £15,000,000. 2.4 The maximum aggregate liability of a Seller the Sellers in respect of an Indemnity Claim pursuant to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total clause 6.1.1 shall not exceed 100% £100,000. 2.5 The maximum aggregate liability of its relevant Liability Cap Reference Amount.‌the Sellers in respect of an Indemnity Claim pursuant to clause 6.1.2 shall not exceed £200,000. 2.6 The Sellers shall not be liable for a Claim (other than a Covenant Claim and an Indemnity Claim) unless the amount of such Claim, when aggregated with other Claims based on the same facts, exceeds £50,000 in respect of any single item (in which event the Buyer shall be entitled to claim the whole of the amount thereof and not merely the excess). 2.7 The amount of the liability of a Seller for any Claim shall not exceed the amount of such Seller’s Relevant Seller Proportion of the Claim.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant 2.1 The Seller shall have no liability to the Buyer under this Agreement not be liable in respect of any General Warranty Claim or series any Tax Claim or any Indemnity Claim unless the Seller would, but for this paragraph 2.1, have a liability in respect of related Claims arising from that General Warranty Claim or Tax Claim or Indemnity Claim, as the case may be, in excess of £1,000, excluding any liability for costs and interest. Where the same or substantially similar facts or circumstances concerning give rise to more than one Claim, such ProjectClaims shall be aggregated for the purpose of determining whether such £1,000 sum has been exceeded. 2.2 The Seller shall not be liable in respect of any General Warranty Claim, Tax Claim (other than an ADS/VDS Tax Covenant Claim) or Indemnity Claim unless the amount Seller has an aggregate liability in respect of that Claim all Warranty Claims, Tax Claims and Indemnity Claims (together with excluding all Warranty Claims, Tax Claims and Indemnity Claims for which the aggregate amount Seller has no liability by reason of paragraph 2.1 and excluding any other ADS/VDS Tax Covenant Claims) shall exceed a total sum in excess of RMB150,000 £1,200,000, excluding any liability for costs and interest (“Minimum Sum”), and in that which event, the relevant Seller shall be liable for the entire full amount of the Indemnifiable Losses under such Claim(s(including, in addition, any liability for reasonable costs and interest) and not only for merely the excess over such amount in excess amount). 2.3 The aggregate liability of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) Seller for all General Warranty Claims, Tax Claims and Indemnity Claims shall not apply in exceed the case total of: 2.3.1 the sum of fraud or gross negligence.‌all and any amounts payable by LKQ under the Series A Loan Notes held by the Seller and the Flowering Shareholders less the amount of any sums that the Buyer has set-off against and deducted from the Adjustments to be paid to the Seller pursuant to clause 7; (b) 2.3.2 the Contingent Consideration payable to the Seller and to the Flowering Shareholders including the sum of all and any amounts payable pursuant to the 2012 Earn-out Loan Notes and the 2013 Earn-out Loan Notes; and 2.3.3 the proceeds of the Insurance Policy. 2.4 Subject to Section 8.2.2(c)clause 7 and paragraph 2.7, the Buyer agrees that any liability of the Seller for all Warranty Claims, Tax Claims and Indemnity Claims shall be satisfied as follows: 2.4.1 first by cancellation by the Buyer of Series A Loan Notes held by the Seller and, in respect of each ProjectGeneral Warranty Claims, Tax Claims and Indemnity Claims only, by the relevant Seller shall have no liability cancellation by the Buyer of Series A Loan Notes held by the Flowering Shareholders up to an amount which is equal to the Insurance Excess; 2.4.2 secondly, by the Buyer seeking to recover under this Agreement unless the Insurance Policy up to an amount equal to the amount of the Insurance Cap; 2.4.3 subject to paragraph 2.7, thirdly and until only to the extent that the aggregate amount of any Warranty Claims, Tax Claims and Indemnity Claims is greater than the Indemnifiable Losses suffered or incurred Insurance Excess plus the amount actually recovered by the Buyer (without taking into account any Claims excluded under the Insurance Policy, by set-off against the amount of Contingent Consideration payable to the Seller pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000clause 5 and in respect of General Warranty Claims, Tax Claims and Indemnity Claims only, against the amount of Contingent Consideration payable to the Flowering Shareholders and/ or the 2012 Earn-out Loan Notes and/ or the 2013 Earn-out Loan Notes; and 2.4.4 subject to paragraph 2.7, fourthly and only to the extent that the aggregate amount of any Warranty Claims, Tax Claims and Indemnity Claims is greater than the sum of the Insurance Excess plus the amount actually recovered by the Buyer under the Insurance Policy plus the aggregate amount set off by the Buyer pursuant to paragraph 2.4.3 in which case accordance with this Agreement, by the relevant cancellation by the Buyer of any outstanding Series A Loan Notes held by the Seller and in respect of General Warranty Claims, Tax Claims and Indemnity Claims only, of any outstanding Series A Loan Notes held by the Flowering Shareholders. 2.5 Under no circumstances shall the Seller be liable to the Buyer for make any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌ (c) In respect of each Project, the maximum aggregate liability of a relevant Seller payment to the Buyer for all in respect of General Warranty Claims (other than or Tax Claims for breach or Indemnity Claims except by way of Fundamental Warranties) concerning such Project set off against amounts payable under this Agreement shall not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller Loan Notes, the Adjustments and/or the Contingent Consideration under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌clause 7 and paragraphs 2.4.1, 2.4.3, and 2.4.

Financial Limits. ‌ (a) Subject to Sections 8.2.2(b) and 8.2.2(c), in respect of each Project, the relevant No Seller shall have no liability to the Buyer under this Agreement be liable in respect of any Claim or series for breach of related Claims arising from the same or substantially similar facts or circumstances concerning such Project, unless Sellers’ Warranties in respect of which the amount of that Losses to which the Purchaser would otherwise be entitled is less than (after all deductions pursuant to this Clause 12) 0.1% of the Purchase Price. (b) No Seller shall be liable in respect of any Claim (together with for breach of the Sellers’ Warranties, unless the aggregate amount of Losses to which the Purchaser would otherwise be entitled resulting from any and all such Claims (other Claimsthan such Claims disregarded pursuant to Clause 12.8(a)) shall exceed a total sum exceeds (after all deductions pursuant to this Clause 12) 1% of RMB150,000 (“Minimum Sum”)the Purchase Price, and in that event, which event the relevant Seller Sellers shall be liable for the entire amount of the Indemnifiable Losses under such Claim(s) and not only for such amount in excess of the Minimum Sum. The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), in respect of each Project, the relevant Seller shall have no liability to the Buyer under this Agreement unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning such Project exceeds RMB1,500,000, in which case the relevant Seller shall be liable to the Buyer for any and all Claims other than those excluded pursuant to Section 8.2.2(a), provided that the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) shall not apply in the case of fraud or gross negligence.‌Claim. (c) In respect The maximum aggregate liability of the Sellers arising out of or in connection with any Claim for breach of the Sellers’ Warranties and the Tax Covenant shall not exceed, in the aggregate, USD 1, whereby the maximum liability for each Projectindividual Seller, shall be such Seller’s portion of the Purchase Price of USD 1. (d) Without prejudice to Clause 12.8(c), the maximum aggregate liability of a relevant any Seller to the Buyer for all Claims (arising out of or in connection with any Claim other than Claims for breach of Fundamental Warranties) concerning such Project under this Agreement the Sellers’ Warranties and Tax Claims shall not exceed 30exceed, in the aggregate, 12.5% of its relevant Liability Cap Reference Amount. The maximum aggregate liability the portion of a Seller the Initial Purchase Price to the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by which such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌is entitled.‌

Financial Limits. ‌ 1.1 All Claims (a) Subject to Sections 8.2.2(b) other than Claims under the Title and 8.2.2(cCapacity Warranties), all claims under the Tax Covenant and all Indemnity Claims shall be satisfied solely and exclusively by way of the transfer to the Buyer of relevant amounts out of the Escrow Account in accordance with clause 11. Notwithstanding any other provision of this agreement the aggregate liability of the Sellers in respect of each Projectall Claims (other than Claims under the Title and Capacity Warranties), all claims under the relevant Seller Tax Covenant and all Indemnity Claims shall have no liability not exceed the amount standing to the Buyer under this Agreement credit of the Escrow Account from time to time. 1.2 The maximum liability of each of the Sellers in respect of any Claims under the Title and Capacity Warranties shall be limited to the pro rata share of the Consideration to which such Seller is entitled in respect of the Shares sold by it pursuant to this agreement as agreed between the Sellers and the Buyer on the date of this agreement. 1.3 Subject to paragraph 1.6, the Sellers shall not be liable in respect of a Claim, (other than a Claim or series under the Title and Capacity Warranties), unless the amount claimed in respect of related that individual Claim exceeds £20,000 (each a "qualifying claim"), provided that Claims arising directly or indirectly from the same or substantially similar facts or related facts, events or circumstances concerning such Projectshall be treated as one individual Claim rather than a series of individual Claims. 1.4 Subject to Paragraph 1.6, the Sellers shall not be liable in respect of a Claim, other than a Claim under the Title and Capacity Warranties, unless the amount of that Claim (together with the aggregate amount of any other Claimsall qualifying claims (plus all Indemnity Claims and all claims under the Tax Covenant) shall exceed a total sum of RMB150,000 (“Minimum Sum”)exceeds £500,000, and in that event, which event the relevant Seller Sellers shall be liable for the entire full amount of the Indemnifiable Losses under such Claim(s) all qualifying claims and not only for such amount in excess of merely the Minimum Sum. excess. 1.5 The limitation on each Seller’s indemnification obligations under this Section 8.2.2(a) Sellers shall not apply in the case of fraud or gross negligence.‌ (b) Subject to Section 8.2.2(c), be liable in respect of each Project, a claim under the relevant Seller shall have no liability to the Buyer under this Agreement Tax Covenant unless and until the aggregate amount of the Indemnifiable Losses suffered or incurred by the Buyer (without taking into account any Claims excluded pursuant to Section 8.2.2(a)) concerning all such Project claims exceeds RMB1,500,000, £100,000 in which case event the relevant Seller Sellers shall be liable for the full amount of all claims under the Tax Covenant and not merely the excess. 1.6 The following provisions shall apply to a Claim in respect of the Buyer Warranty set forth in paragraph 2.3 of schedule 4 (Balance Sheet) ("Balance Sheet Claim") 1.6.1 the Sellers shall not be liable for any and all Claims other than those excluded pursuant to Section 8.2.2(a), a Balance Sheet Claim unless the amount claimed in respect of that individual claim exceeds £10,000 provided that Balance Sheet Claims arising directly or indirectly from the limitation on each Seller’s indemnification obligations under this Section 8.2.2(b) same or substantially similar or related facts, events or circumstances shall be treated as one individual Balance Sheet Claim rather than a series of individual Balance Sheet Claims; 1.6.2 the Sellers shall not apply be liable in the case of fraud or gross negligence.‌ (c) In respect of each Project, a Balance Sheet Claim unless the maximum aggregate liability amount of a relevant Seller to all Balance Sheet Claims exceeds £100,000 in which event the Buyer Sellers shall be liable for the full amount of all Claims (other than Claims for breach claims qualifying under paragraph 1.6.1 and not merely the excess. 1.7 In assessing any damages or compensation payable by the Sellers the value of Fundamental Warranties) concerning such Project under this Agreement shall the Shares will not exceed 30% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to be taken as exceeding the Buyer for all Claims for breach of Fundamental Warranties concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount. The maximum aggregate liability of a Seller to the Buyer for all Claims concerning a Relevant Project owned by such Seller under this Agreement in total shall not exceed 100% of its relevant Liability Cap Reference Amount.‌Consideration.