Quantum. 3.1 The Seller shall have no Liability in respect of any Claim by the Purchaser unless: (a) the individual Claim is a Qualifying Claim; and (b) the aggregate amount of all Qualifying Claims exceeds six million dollars ($6,000,000) in which event the Seller shall be liable for the entire amount of such Qualifying Claims. 3.2 The maximum aggregate Liability of the Seller (and its Affiliates) in relation to Claims under this agreement, under the Tax Covenant and claims in respect of the warranties contained in the Administration Services Agreement, shall not exceed one hundred and ninety-nine million five hundred thousand dollars ($199,500,000).
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Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Xl Group PLC)