SELLER SHALL NOT BE LIABLE FOR A CLAIM UNLESS:
(A)
THE AMOUNT OF DAMAGES AGAINST WHICH THE BUYER WOULD BE ENTITLED IN
RESPECT OF A CLAIM OR A SERIES OF CONNECTED CLAIMS, OF WHICH THAT CLAIM IS ONE,
EXCEEDS EUR 50,000 (FIFTY THOUSAND EUROS); AND
(B)
THE AMOUNT OF DAMAGES IN RESPECT OF WHICH THE SELLER IS OBLIGATED TO
MAKE PAYMENT UNDER CLAUSE 7.5(A), WHEN TAKEN TOGETHER, EXCEEDS EUR 150,000 (ONE
HUNDRED AND FIFTY THOUSAND EUROS).
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7.6
THE AGGREGATE MAXIMUM AMOUNT OF DAMAGES HOWSOEVER ARISING FOR
WHICH THE SELLER MAY BE LIABLE UNDER THIS AGREEMENT SHALL NOT EXCEED 1.7 MILLION
EURO (ONE MILLION AND SEVEN HUNDRED THOUSAND EUROS) EXCEPT FOR (I) CLAIMS FOR
WILFUL INTENT OR FRAUD BY THE SELLER AND (II) BREACHES OF WARRANTIES SET FORTH
IN SECTIONS 1 THROUGH 4 OF SCHEDULE 5 OF THIS AGREEMENT, WITH (I) AND (II) NOT
BEING SUBJECT TO ANY MAXIMUM LIABILITY LIMITATION, AND (III) BREACHES OF THE
WARRANTIES SET FORTH IN SECTION 22 AND (IV) CLAIMS UNDER THE WELL INDEMNITY
WHICH SHALL BOTH BE SUBJECT TO AN AGGREGATE LIMITATION OF 3.4 MILLION EUROS
(THREE MILLION FOUR HUNDRED THOUSAND EUROS).
7.7
THE SELLER IS NOT LIABLE FOR ANY CLAIM TO THE EXTENT THAT THE
CLAIM
(A)
RELATES TO MATTERS DISCLOSED; OR
(B)
RELATES TO ANY MATTER SPECIFICALLY AND FULLY PROVIDED FOR IN THE
ACCOUNTS AND/OR THE CLOSING BALANCE SHEET.
7.8
EXCEPT FOR (A) TAX MATTERS, WHICH ARE SPECIFICALLY REGULATED IN
SECTION 9 AND SPECIFIES THE TAX INDEMNITY PERIOD; (B) CLAIMS FOR BREACHES OF ANY
OF THE WARRANTIES SET FORTH IN CLAUSES 1 THROUGH 4 OF SCHEDULE 5, WHICH SHALL
SURVIVE CLOSING AND CONTINUE UNTIL TIME-BARRED BY APPLICABLE LAWS; (C) CLAIMS
FOR BREACH OF THE WARRANTIES SET FORTH IN SECTION 22 AND (D) THE WELL INDEMNITY
WHICH SHALL EACH SURVIVE CLOSING UNTIL THE SECOND ANNIVERSARY OF THE CLOSING
DATE, THE SELLER IS NOT LIABLE FOR A CLAIM UNLESS THE BUYER SHALL HAVE ISSUED A
CLAIM NOTICE TO THE SELLER WITHIN THE PERIOD OF 18 (EIGHTEEN) MONTHS BEGINNING
WITH THE CLOSING DATE.
7.9
WHERE THE SELLER HAS RECEIVED A VALID CLAIM NOTICE WITHIN THE
APPLICABLE SURVIVAL PERIOD PROVIDED FOR THE CLAIM SET OUT IN THE CLAIM NOTICE,
THEN NOTWITHSTANDING THE EXPIRY OF THE APPLICABLE SURVIVAL PERIOD THE BUYER
SHALL BE ENTITLED TO RECOVER DAMAGES WITH RESPECT TO SUCH CLAIM REFERENCED IN
THE CLAIM NOTICE IF THE BUYER HAS COMMENCED PROCEEDINGS UNDER CLAUSE 22.2 WITHIN
SIX (6) MONTHS OF THE DATE OF SUCH CLAIM NOTICE.
7.10
THE BUYER SPECIFICALLY ACKNOWLEDGES THAT THE PURCHASE PRICE AGREED
BETWEEN THE PARTIES TAKES ACCOUNT OF THE LIMITATIONS ON THE LIABILITY OF THE
SELLER AS SPECIFIED IN THIS CLAUSE 7 AS CONTEMPLATED BY SECTION 314 (2) OF THE
ACT NO. IV OF 1959 OF THE CIVIL CODE OF THE REPUBLIC OF HUNGARY.
8.
BUYER'S WARRANTIES
THE BUYER REPRESENTS AND WARRANTS THAT THE FOLLOWING MATTERS ARE TRUE AND
ACCURATE, BOTH AS AT THE DATE OF THIS AGREEMENT AND AGAIN AS AT THE DATE OF
CLOSING:
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8.1
ARTICLES OF