Common use of Remedies and Termination Clause in Contracts

Remedies and Termination. 7.1 (a) The Existing Shareholder Indemnifiable Warranties (other than the Fundamental Warranties, the Tax Warranties and the Existing Shareholder Indemnifiable Warranties contained in paragraph 18.3 of Schedule 1A) and the Pre-Completion Covenants to be performed by the Parent or the Existing Shareholders shall survive until the date that is twenty-four (24) months after the Completion Date. The covenants and agreements contained in this Agreement that are to be performed at or after the Completion shall survive the Completion until fully performed in accordance with their respective terms. The aggregate Losses for which the Parent and the Existing Shareholders shall be liable to the AerCap Indemnitees in respect of all breaches of all Existing Shareholder Indemnifiable Warranties (other than the Fundamental Warranties) shall not exceed one billion U.S. dollars (US$1,000,000,000), provided that with respect to breaches of Existing Shareholder Indemnifiable Warranties (other than the Fundamental Warranties), the Parent and the Existing Shareholders shall not be liable for any Losses unless the aggregate amount of all such Losses exceeds on a cumulative basis forty million U.S. dollars (US$40,000,000) (the “Basket Amount”) and then only to the extent such aggregate Losses exceed the Basket Amount. The aggregate Losses for which the Parent and the Existing Shareholders shall be liable to the AerCap Indemnitees pursuant to clause 16.3(a)(i) (when taken together with the aggregate Losses for which Parent and the Existing Shareholders are liable to the AerCap Indemnitees in respect of all breaches of all Existing Shareholder Indemnifiable Warranties) shall not exceed two billion U.S. dollars (US$2,000,000,000). The Fundamental Warranties shall survive indefinitely after the Completion Date. The Tax Warranties shall survive until the date that is 36 months after the Completion Date. The Existing Shareholder Indemnifiable Warranties contained in paragraph 18.3 of Schedule 1A shall survive until the date that is twelve (12) months after the Completion Date. All Warranties other than the Existing Shareholder Indemnifiable Warranties shall terminate and be extinguished as of the Completion Date, and the Parent and the Existing Shareholders shall have no liability with respect to such Warranties after the Completion Date.

Remedies and Termination. 7.1 (a) The Existing Shareholder Seller Indemnifiable Warranties (other than the Fundamental Warranties, the Tax Warranties and the Existing Shareholder Seller Indemnifiable Warranties contained in paragraph 18.3 of Schedule 1ATax Warranties) and the covenants and agreements contained herein of the Parent and the Seller, including the Pre-Completion Covenants to be performed by the Parent or the Existing Shareholders Seller, shall survive until the date that is twenty-four (24) 24 months after the Completion Date. The covenants and agreements contained in this Agreement that are to be performed at or after the Completion shall survive the Completion until fully performed in accordance with their respective terms. The aggregate Losses for which the Parent and the Existing Shareholders Seller shall be liable to the AerCap Purchaser and the Purchaser Indemnitees in respect of all breaches of all Existing Shareholder Seller Indemnifiable Warranties (other than the Fundamental Warranties) shall not exceed one billion U.S. dollars (US$1,000,000,000)1.0 billion, provided that with respect to breaches of Existing Shareholder Seller Indemnifiable Warranties (other than the Fundamental Warranties), the Parent and the Existing Shareholders Seller shall not be liable for any Losses unless the aggregate amount of all such Losses exceeds on a cumulative basis forty US$40.0 million U.S. dollars (US$40,000,000) (the “Basket Amount”) and then only to the extent such aggregate Losses exceed the Basket Amount. The aggregate Losses for which the Parent and the Existing Shareholders shall be liable to the AerCap Indemnitees pursuant to clause 16.3(a)(i) (when taken together with the aggregate Losses for which Parent and the Existing Shareholders are liable to the AerCap Indemnitees in respect of all breaches of all Existing Shareholder Indemnifiable Warranties) shall not exceed two billion U.S. dollars (US$2,000,000,000). The Fundamental Warranties shall survive indefinitely after the Completion Date. The Seller Indemnifiable Tax Warranties shall survive until the date that is 36 months after the Completion Date. The Existing Shareholder Indemnifiable Warranties contained , provided, for the avoidance of doubt, neither the Parent nor the Seller shall be liable for breach of such warranties with respect to any Losses in paragraph 18.3 respect of Schedule 1A shall survive until Current Tax Liabilities used to determine clause (a) of the date that is twelve (12) months after the Completion DateAggregate Current Tax Liability Payment. All Warranties other than the Existing Shareholder Seller Indemnifiable Warranties and the Fundamental Warranties shall terminate and be extinguished as of the Completion Date, and the Parent and the Existing Shareholders Seller shall have no liability with respect to such Warranties after the Completion Date.