TO RECOVER ANY LOSSES FOR A BREACH OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 2.19 HEREOF IN RESPECT OF ANY SINGLE LOSS OF AN
AMOUNT OF SEK 50,000 OR LESS, PROVIDED HOWEVER, THAT CLAIMS UNDER ANY OF THE
SIMILAR TAX CATAGORIES (BY WAY OF EXAMPLE:
(A) CORPORATION AND INCOME TAX,
(B) VALUE ADDED TAX AND (C) EMPLOYMENT, PAYROLL, SOCIAL, LABOR AND INSURANCE
TAXES.), REGARDLESS OF WHEN SUCH CLAIMS ARE MADE OR TO WHICH TAXABLE PERIODS
THEY RELATE, SHALL BE AGGREGATED WITH OTHER CLAIMS UNDER THE SAME TAX CATEGORY
AND TREATED AS A SINGLE CLAIM.
SUBJECT TO THE OTHER LIMITATIONS SET FORTH
HEREIN, IN THE EVENT OF A BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES BY
THE SELLER CONTAINED HEREIN, INCLUDING THE SPECIFIED REPRESENTATIONS, THE
PURCHASER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECOVER FOR LOSSES PURSUANT TO
THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 6 AND SUCH LOSSES SHALL
BE DEEMED TO BE A REDUCTION OF THE FINAL PURCHASE PRICE.
HENCE IT IS
SPECIFICALLY AGREED THAT NO REMEDY UNDER THE SWEDISH SALE OF GOODS ACT (SW.
KÖPLAGEN
21
1990:931), AS AMENDED, OR ANY OTHER APPLICABLE STATUE OR LEGAL PRINCIPLE SHALL
BE AVAILABLE TO THE PURCHASER IN CONNECTION WITH A BREACH OF ANY OF THE
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED HEREIN.
FOR PURPOSES OF THIS
ARTICLE 6, WHEN DETERMINING WHETHER THE AMOUNT OF THE LOSSES RESULTING FROM A
BREACH OF ANY REPRESENTATION OR WARRANTY OF THE SELLER, ANY MATERIAL ADVERSE
EFFECT OR OTHER MATERIALITY QUALIFIER CONTAINED IN SUCH REPRESENTATION OR
WARRANTY WILL BE DISREGARDED.
NOTWITHSTANDING THE LIMITATIONS ON
INDEMNIFICATION SET FORTH IN SECTIONS 6.1 AND THIS 6.2, SUCH LIMITATIONS SHALL
NOT APPLY TO ANY CLAIM AGAINST THE SELLER FOR BREACH OF ANY REPRESENTATION OR
WARRANTY WHICH WAS ACTUALLY KNOWN BY THE SELLER TO BE INACCURATE AT CLOSING AND
WHICH BREACH WAS NOT PREVIOUSLY DISCLOSED TO THE PURCHASER IN WRITING.
6.3.
INDEMNIFICATION BY SELLER.
SUBJECT TO ANY
APPLICABLE LIMITATIONS SET FORTH IN SECTION 6.1 AND SECTION 6.2, THE SELLER
SHALL INDEMNIFY AND HOLD THE PURCHASER AS THE PURCHASER OF AND STOCKHOLDER OF
THE COMPANY AND THE SUBSIDIARY (IT BEING AGREED THAT LOSSES (AS DEFINED BELOW)
SUFFERED BY OR OCCURRING AT THE COMPANY OR THE SUBSIDIARY SHALL BE DEEMED
LOSSES
OF THE PURCHASER FOR PURPOSES OF INDEMNIFICATION PURSUANT TO THE TERMS
AND CONDITIONS OF THIS ARTICLE 6) HARMLESS FROM AND AGAINST ALL CLAIMS,
LIABILITIES, OBLIGATIONS, COSTS, DAMAGES, LOSSES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS FEES) OF ANY NATURE (COLLECTIVELY, "LOSSES") ARISING OUT OF
OR RELATING TO (A) ANY BREACH OF A REPRESENTATION OR WARRANTY IN ARTICLE 2
HEREOF, (B) ANY BREACH OR VIOLATION OF ANY COVENANTS OR AGREEMENTS OF THE SELLER
SET FORTH IN THIS AGREEMENT OR IN ANY CERTIFICATE OR DOCUMENT DELIVERED BY
SELLER AT CLOSING PURSUANT TO THIS AGREEMENT AND (C) ANY (I) BREACH PRIOR TO
CLOSING UNDER THE ORACLE LICENCE AGREEMENT OR ANY INFRINGEMENT CLAIM RELATED
THERETO, (II) INFRINGEMENT CLAIM ARISING OUT OF OR RELATED TO THE COMPANY'S OR
THE SUBSIDIARY'S CONTINUED USE OF THE ORACLE