share purchase agreement - The Law Society of Saskatchewan

384.3 LIMITATIONS ON WARRANTY CLAIMS:(a) The Purchaser shall not be entitled to make a WarrantyClaim if the Purchaser has been advised in writing orotherwise has actual knowledge prior to the Closing Timeof the inaccuracy, non-performance, non-fulfilment orbreach which is the basis for such Warranty Claim and thePurchaser completes the transactions hereundernotwithstanding such inaccuracy, non-performance,non-fulfilment or breach.(b)The amount of any damages which may be claimed by thePurchaser pursuant to a Warranty Claim shall becalculated to be the cost or loss to the Purchaser aftergiving effect to:(i)any insurance proceeds available to the Corporationin relation to the matter which is the subject ofthe Warranty Claim; and(ii) the value of any related, determinable tax benefitsrealized, or which will (with reasonable certainty)be realized within a [number] year period followingthe date of incurring such cost or loss, by theCorporation or the Purchaser in relation to thematter which is the subject of the Warranty Claim.(c)(d)The Purchaser shall not be entitled to make any WarrantyClaim until the aggregate amount of all damages, losses,liabilities and expenses incurred by the Purchaser as aresult of all misrepresentations and breaches ofwarranties contained in this Agreement or contained inany document or certificate given in order to carry outthe transactions contemplated hereby, after taking intoaccount (b) of this section, is equal to $-. After theaggregate amount of such damages, losses, liabilities andexpenses incurred by the Purchaser exceeds $ [amount], thePurchaser shall only be entitled to make Warranty Claimsto the extent that such aggregate amount, after takinginto account the provisions of paragraph (b) of thissection, exceeds $-.Notwithstanding any other provisions of this Agreement orof any agreement, certificate or other document made inorder to carry out the transactions contemplated hereby,the maximum aggregate liability of the Vendor and theShareholder together in respect of all Warranty Claims bythe Purchaser will be limited to $-.