Common use of Monetary Limits Clause in Contracts

Monetary Limits. (a) The aggregate amount of the liability of the Vendor in respect of the aggregate of all Claims under or in respect of this agreement and the Transaction Documents shall not exceed an amount equal to: (1) in respect of Claims relating to paragraph 1, 2 or 10 of Part A of Schedule 2, the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor; and (2) in respect of any other Claim, thirty per cent (30%) of the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor, provided that (without limiting the above) the aggregate amount of the liability of the Vendor in respect of the aggregate of all Claims under or in respect of this agreement and the Transaction Documents shall not exceed an amount equal to the Cash Payment Amount plus any Deferred Payments actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor. (b) The Vendor shall have no liability in respect of any Claim unless the aggregate amount of the liability of the Vendor determined in respect of all such Claims (in each case the value of which exceeds the threshold in clause 9.3(c)) exceeds an amount equal to US$5,000,000 in which case the Vendor shall be liable for the full amount of the Claims not just the amount in excess of US$5,000,000. (c) The Vendor shall have no liability in respect of any single Claim unless the amount of liability of the Vendor determined in respect of such Claim exceeds an amount equal to US$1,000,000 in which case the Vendor shall be liable for the full amount of the Claim not just the amount in excess of US$1,000,000.

Monetary Limits. 3.1 The total liability of the Seller in respect of all claims under this Agreement shall not exceed [***] per cent (a[***]%) The of the amount of the Total Consideration. Subject always to that aggregate cap, the cap on the Seller's total liability in respect of: 3.1.1 all Leakage and Locked Box Warranty Claims shall not exceed [***] per cent ([***]%) of the amount of the Total Consideration that is received by the Seller in cash; 3.1.2 the Fundamental Claims and Claims under Clauses 14.1.1 to 14.1.4 (inclusive) shall not exceed [***] per cent ([***]%) of the amount of the Total Consideration that is received by the Seller in cash; 3.1.3 the Pre-Completion Conduct Claims and other Claims (other than the Fundamental Claims, Locked Box Warranty Claims and Claims under Clauses 14.1.1 to 14.1.4 (inclusive)) shall not exceed [***] per cent ([***]%) of the Total Consideration, save that any such amount shall not exceed the amount of the Total Consideration that is received by the Seller in cash; and 3.1.4 all other claims under this Agreement shall not exceed [***] per cent ([***]%) of the amount of the Total Consideration that is received by the Seller in cash. 3.2 Subject to paragraph 3.4 of this Schedule 10, the Seller shall not be liable for any Claim unless the total amount of the liability of the Vendor in respect of the aggregate of all Claims under or in respect of this agreement and the Transaction Documents shall not exceed an amount equal to: (1) in respect of Claims relating to paragraph 1, 2 or 10 of Part A of Schedule 2, the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor; and (2) in respect of any other Claim, thirty per cent (30%) of the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor, provided that (without limiting the above) the aggregate amount of the liability of the Vendor in respect of the aggregate of all Claims under or in respect of this agreement and the Transaction Documents shall not exceed an amount equal to the Cash Payment Amount plus any Deferred Payments actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor. (b) The Vendor shall have no liability in respect of any Claim unless the aggregate amount of the liability of the Vendor determined Seller in respect of all such Claims (in each case the value of which excluding interest and costs) exceeds the threshold in clause 9.3(c)) exceeds an amount equal to US$5,000,000 Basket in which case the Vendor Seller shall be liable for the whole amount of such Claims and not for the excess over the Basket only. 3.3 Notwithstanding the provisions of paragraph 3.2 of this Schedule 10, the Seller shall not be liable for an Actual Tax Liability to which Clauses 14.1.5 and 14.1.6 applies unless, in respect of all claims under Clause 14.1.5 or all claims under Clause 14.1.6, the amount of the Actual Tax Liability exceeds USD [***] ([***] Dollars), in which case the Seller shall be 90 EU1/ 502543630.3 ​ ​ EXHIBIT 4.1 ​ liable for the full amount of such Actual Tax Liability and not for the Claims not just excess over the amount in excess of US$5,000,000foregoing threshold only. (c) The Vendor shall have no liability in respect 3.4 For the purpose of any single Claim unless this paragraph 3 of Schedule 10, all Claims arising from the amount same or substantially the same set of liability of the Vendor determined in respect of such Claim exceeds an amount equal to US$1,000,000 in which case the Vendor circumstances shall be liable for the full amount of the Claim not just the amount in excess of US$1,000,000treated as one individual Claim.

Monetary Limits. 8.3.1 Notwithstanding anything to the contrary contained in this Agreement the Seller shall have no liability for any Warranty Claim or Indemnity Claim (other than in respect of fraud or of any inaccuracy in or breach of the representations and Warranties set out in clause 7.1 (Authority; Ownership), clause 7.2 (Non-contravention), clause 7.4 (Legal Ownership of Shares) or clause 7.6 (Capitalisation) and other than for indemnification under clauses 8.1.1c) or 8.1.1d)) unless: a) The the aggregate amount (without duplication) of Losses of the Indemnified Parties with respect thereto exceeds $750,000 (the “Basket Amount”), in which case the Buyer shall be entitled to be indemnified for all such Losses, including both those below and in excess of the Basket Amount; and b) the Loss relating to the individual Warranty Claim or Indemnity Claim, or series of related Warranty Claims and/or Indemnity Claims that are based primarily on a similar set of operative facts, is greater than $20,000. 8.3.2 The maximum aggregate liability of the Vendor Seller in respect of a) all Warranty Claims other than those which relate to the Specified Warranties shall be the amount in US dollars equal to US$38,999,999.81; b) all Indemnity Claims and any Warranty Claim in each case relating to the Warranties in clause 7.18 (Intellectual Property) only shall be the amount in US dollars US$64,999,999.68; c) (subject to clause a) and b)) all Claims shall be an amount in US dollars equal to the Purchase Consideration. 8.3.3 Any payments required to be made to the Buyer pursuant to Claims with respect to Losses shall be made by: a) resort to the Escrow Amount (which shall be fully available to satisfy any and all Claims for Losses); and / or b) by seeking recourse to the Seller, provided, however, that, notwithstanding the foregoing or anything that may be deemed to be to the contrary contained herein, it is hereby acknowledged and agreed that any amounts payable to the Seller in respect of the aggregate Deferred Consideration whether in cash or shares of all Claims under or common stock of the Parent shall be subject to a contractual right of set-off in the terms set forth in Schedule 4 against any Losses in respect of this agreement and which the Transaction Documents shall not exceed an amount equal to: Buyer serves a valid Payment Notice (1as defined in clause 8.5.1) in respect of Claims relating to paragraph 1, 2 or 10 of Part A of Schedule 2, the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid accordance with and subject to the Vendor as at the date the notice further terms of such Claim is delivered to the Vendor; and (2) in respect of any other clause 8.5 or has made a Tax Deed Claim, thirty per cent (30%) of the aggregate of: (A) the Cash Payment Amount; and (B) the amount of any Deferred Payments, actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor, provided that (without limiting the above) the aggregate amount of the liability of the Vendor in respect of the aggregate of all Claims under or in respect of this agreement and the Transaction Documents shall not exceed an amount equal to the Cash Payment Amount plus any Deferred Payments actually paid to the Vendor as at the date the notice of such Claim is delivered to the Vendor. (b) The Vendor shall have no liability 8.3.4 Any payment made by the Seller in respect of any Claim unless the aggregate amount of the liability of the Vendor determined in respect of all such Claims (in each case the value of which exceeds the threshold in clause 9.3(c)) exceeds an amount equal to US$5,000,000 in which case the Vendor shall be liable for the full amount of the Claims not just the amount in excess of US$5,000,000. (c) The Vendor shall have no liability in respect of any single Claim unless the amount of liability of the Vendor determined in respect of such Claim exceeds an amount equal to US$1,000,000 in which case the Vendor and shall be liable for deemed a reduction in the full amount of the Claim not just the amount in excess of US$1,000,000Purchase Consideration.