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Exhibit 2.1(c)
DATED 20th FEBRUARY
2009
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Integral Systems,
Inc.
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(1)
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and
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QinetiQ Limited
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(2)
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SELLER’S LIMITATIONS
AGREEMENT
THIS
AGREEMENT is made on 20
th
February,
2009 BETWEEN :
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(1)
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Integral
Systems, Inc. incorporated in the State of Maryland having its
principal place of business at 5000 Philadelphia Way, Lanham,
Maryland 20706-4417, USA (the “ Buyer ”);
and
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(2)
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QinetiQ
Limited registered in
England & Wales number 03796233 having its registered
office at 85 Buckingham Gate, London, SW1E 6PD (the “
Seller ”).
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This Agreement is being entered into
in consideration of the execution of the Asset Sale Agreement and
the IP Assignment.
IT IS AGREED
as follows:
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1
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Definitions and
Interpretation
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“Asset Sale
Agreement” means
the Asset Sale Agreement entered into between the Buyer and the
Seller as of the date hereof;
“ Claim ” means
any claim of Buyer against the Seller in respect of the Asset Sale
Agreement or the IP Assignment, including any claim of Buyer in
respect of any indemnification obligation of the Seller under the
Asset Sale Agreement or the IP Assignment;
“IP
Assignment” means
the Assignment and Sale of Intellectual Property Rights and
Transfer of Commercial Records entered into between the Buyer and
the Seller as of the date hereof; and
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1.2
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In this
Agreement the words and phrases “ other ”,
“ including ” and “ in particular
” shall not limit the generality of any preceding words or be
construed as being limited to the same class as the preceding words
where a wider construction is possible.
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1.3
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The headings in
this Agreement shall be ignored in interpreting this
Agreement.
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1.4
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The provisions
of this Agreement shall apply to all Claims by the Buyer for
damages or compensation in respect of any Claim save in the case of
fraud or dishonesty by the Seller or Claims in respect of Excluded
Liabilities. For the avoidance of doubt the Seller shall remain
responsible for the Excluded Liabilities (as defined in the Asset
Sale Agreement) which shall be in addition to the limit in clause
2.1.
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2.1
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The maximum
aggregate liability (excluding interest and costs) of the Seller in
respect of all Claims shall not exceed $9,950,000 USD plus all
costs and expenses reasonably incurred by the Buyer in respect of
all Claims.
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2.2
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The Seller
shall not be liable for a Claim unless:
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(a)
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that Claim
exceeds $5,000 USD in amount or that Claim when aggregated with a
series of Claims relating to the same subject matter exceeds $5,000
USD; and
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(b)
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the aggregate
amount of all Claims (other than as regards the Stock Price or the
existence of Stock both as defined in the Asset Sale Agreement)
exceeds $50,000 USD, in such event t
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