Common use of Financial Limits Clause in Contracts

Financial Limits. (a) The Sellers shall have no obligation to indemnify the Buyer in respect of the indemnity contained in Clause 9.1(a) (but excluding any claim for any breach of the Fundamental Warranties which shall not be subject to any limitation under this Clause 9.3(a)) unless and until the Losses in connection with any single occurrence (or series of connected occurrences) giving rise to indemnification obligations under 9.1(a) exceed €500,000, and its Losses, in the aggregate, exceed €1,500,000 in which case the Sellers shall be liable for the whole amount and not just the excess over €1,500,000. (b) The aggregate amount of Losses for which payment is made by the Sellers in respect of the indemnities contained in Clause 9.1(a) (but excluding any claim for any breach of the Fundamental Warranties which shall not be limited other than as set out in Clause 9.3(d)), Clause 9.2(b) and the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) shall not exceed €100,000,000. (c) Where a claim relating to a breach of the Tax Warranties and/or to the covenants under the Tax Deed (excluding the covenant at clause 2.1(d) of the Tax Deed which shall not be limited in amount) is made on or after the second anniversary of the Closing Date but within the period permitted by Clause 9.4(b), the limitation in Clause 9.3(b) (exclusive of any claims notified but not then determined) shall be reduced to the lesser of (i) the outstanding maximum liability under Clause 9.3(b) and (ii) €50,000,000. (d) The aggregate amount of Losses for which payment is made by the Sellers in respect of a breach of the Fundamental Warranties shall not exceed the Purchase Price as finally determined. (e) There shall be no financial limitation in respect of the indemnity contained in Clause 9.1(b), Clause 9.2(a), or paragraph 6.1 of Schedule 3, or the covenant contained in clause 2.1(d) of the Tax Deed.