Maximum aggregate liability for Claims. Other than in respect of Title Subject Claims or for fraudulent, dishonest, deliberate or reckless conduct, for all Warranty Claims made by the Purchaser under this agreement: (a) the maximum aggregate liability of the Vendors is equal to the value of the Retention Shares; and (b) each Vendor is liable up to its Respective Proportion of the Retention Shares; and (c) for the avoidance of doubt, to the extent that insufficient Retention Shares remain to satisfy a Warranty Claim as any point in time the remainder of the Warranty Claim as is unsatisfied shall be met from the surrender or forfeiture of Consideration Shares from the Warrantor, or Earn Out Shares from the Vendors in their Respective Proportions, equal in value at the issue price to the shortfall.
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Maximum aggregate liability for Claims. Other than in respect of Title Subject Claims or for fraudulent, dishonest, deliberate or reckless conduct, for all Warranty Claims made by the Purchaser under this agreement:
(a) the maximum aggregate liability of the Vendors is equal to the value of the Retention Shares; and
(b) each Vendor is liable up to its Respective Proportion respective proportion of the Retention Shares, except for the Warrantor who shall be liable for up to 423,171 Retention Shares; and
(c) for the avoidance of doubt, to the extent that insufficient Retention Shares remain to satisfy a Warranty Claim as any point in time the remainder of the Warranty Claim as is unsatisfied shall be met from the surrender or forfeiture of Consideration Shares from the Warrantor, or Earn Out Shares from the Vendors in their Respective Proportionsrespective proportions, equal in value at the issue price to the shortfall.
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