Quantum. 2.1 The liability of the Vendor and MEFS in respect of any claim under this Agreement or the Tax Deed: (a) shall not arise unless and until the amount of any claim arising from a single circumstance exceeds £250,000 save that claims relating to a series of connected matters shall be aggregated for this purpose and provided that any claim in relation to Tax shall be treated as arising out of a single circumstance; (b) shall not at any time (when aggregated with the amount of all other claims made against the Vendor and MEFS): (i) in the case of any claim under the Vendor’s Warranties contained in paragraphs 6 to 16 of Part A of Schedule 3, exceed the amount of a sum equal to fifty per cent. of the Consideration; and (ii) in the case of any claim under the Vendor’s Warranties contained in paragraphs 1 to 5 of Part A of Schedule 3 or the Tax Deed or under the MEFS Warranties, exceed the amount of sum equal to one hundred per cent. of the Consideration, for the avoidance of doubt, having regard to the obligations of the Vendor under the provisions of clause 12 of the Tax Deed.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Macquarie Infrastructure CO LLC)
Quantum. 2.1 The liability of the Vendor and MEFS in respect of any claim under this Agreement or the Tax Deed:
(a) shall not arise unless and until the amount of any claim arising from a single circumstance exceeds £250,000 save that claims relating to a series of connected matters shall be aggregated for this purpose and provided that any claim in relation to Tax shall be treated as arising out of a single circumstance;
(b) shall not at any time (when aggregated with the amount of all other claims made against the Vendor and MEFS):
(i) in the case of any claim under the Vendor’s 's Warranties contained in paragraphs 6 to 16 of Part A of Schedule 3, exceed the amount of a sum equal to fifty per cent. of the Consideration; and
(ii) in the case of any claim under the Vendor’s Warranties contained in paragraphs 1 to 5 of Part A of Schedule 3 or the Tax Deed or under the MEFS Warranties, exceed the amount of sum equal to one hundred per cent. of the Consideration, for the avoidance of doubt, having regard to the obligations of the Vendor under the provisions of clause 12 of the Tax Deed.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Macquarie Infrastructure CO LLC)