General/Recoverable Damages Sample Clauses

General/Recoverable Damages. 7.1.1 In the event of any breach or non-fulfillment by a Seller of any of the guarantees given by the respective Seller pursuant to section 6, the respective Seller shall, subject to the provisions of this section 7, within a period of 2 (two) months after he has received notification of such a breach or non-fulfillment from the Purchaser or the Shareholder Loans Purchaser, put the Purchaser or the Shareholder Loans Purchaser, as the case may be, into the position the Purchaser or the Shareholder Loans Purchaser would have been in had the guarantee not been breached (restitution in kind; Naturalrestitution). If and to the extent that the respective Seller fails to provide restitution in kind within the period set out in the foregoing sentence, the Purchaser or the Shareholder Loans Purchaser, as the case may be, at its election, shall be entitled to claim for monetary damage compensation (Schadenersatz in Geld) instead of restitution in kind. The obligations under the foregoing sentences exist regardless of any fault or negligence (Verschulden) of the Sellers. The damage compensation shall only cover (i) actual damages, (ii) consequential damages (Folgeschäden, mittelbare Schäden), and (iii) lost profits, in each case as far as such damages are recoverable under sections 249 et seq. BGB. For the avoidance of doubt, damage compensation shall not cover internal administration or overhead costs and expenses of the Purchaser or the Shareholder Loans Purchaser. The Purchaser and the Shareholder Loans Purchaser shall not be entitled to argue that the Purchase Price and/or the Shareholder Loans Remuneration was calculated upon incorrect assumptions. Any payment made by any of the Sellers pursuant to this Agreement shall be deemed to be an adjustment of the Purchase Price. 7.1.2 The Sellers shall not be liable for, and the Purchaser or – as the case may be – the Shareholder Loans Purchaser shall not be entitled to claim for, any damages under this section 7 if and to the extent that (1) the matter to which the claim relates is reflected as a liability (Verbindlichkeit), provision (Rückstellung), depreciation (Abschreibung) or individual write-off (Einzelwertabschreibung) in the Q4 Financial Statements and has been deducted as Financial Debt or treated as a deductible item in determining the Working Capital Shortfall or Working Capital Surplus; (2) the Purchaser, the Shareholder Loans Purchaser or, after the Closing, the Companies receive payments under insurance p...
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General/Recoverable Damages. 6.1.1 In the event of any breach or non-fulfillment by the Seller of any of the guarantees pursuant to Section 5, the Seller shall put the Purchaser into the position the Purchaser would have been in had the guarantee not been breached (restitution in kind; Naturalrestitution). If the Seller is unable to achieve this position within three (3) months after having been notified by the Purchaser of the breach, the Purchaser may claim for monetary damages (Schadensersatz in Geld), provided, however, that such damages shall in particular not cover internal administration, overhead costs of the Purchaser and consequential damages (Folgeschäden). [*] 6.1.2 The Seller shall not be liable for, and the Purchaser shall not be entitled to claim for, any damages of the Purchaser or a Group Company under or in connection with this Agreement if and to the extent that (1) the matter to which the claim relates is provided for in the Accounts; or (2) any damages of the Purchaser or the Group Companies are covered by claims against third parties and finally paid by these parties, including, but not limited to, through existing insurance policies (or would have been covered under any insurance policy as existing on the Closing Date if the insurance coverage had been continued without change); or (3) the claim is based on (i) an amendment of a law, ordinance, statute, international treaty, administrative regulation, judgment (excluding for the purposes of Section 5.10 judgments to which the relevant Group Company is a party), resolution, decision, permit, disposition or any other (administrative) act or other legal provision, or (ii) the increase of a tax, occurring after the Closing Date; or (4) the Purchaser or any of its Affiliates obtains due to the breach or non-fulfillment of any guarantees under Section 5 any advantage or benefit triggered or caused by the breach or non-fulfillment by the Seller (including avoided tax or other losses, tax benefits and savings as well as the increase of the value of assets owned by the Group Companies) and; to the extent possible, instead of pursuing such advantage or benefit against a third party, Purchaser shall be entitled to pursue the claim against Seller upon assignment of the relevant claim to Seller. 6.1.3 Any payments made by the Seller pursuant to Sections 5 to 9 of this Agreement shall be treated by the Parties as adjustments of the Base Purchase Price.
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General/Recoverable Damages. 9.1.1 In the event of any breach or non-fulfillment by the Company of any of its guaranties pursuant to Section 8, the Company shall put CBAI into the position it would have been in had the guaranty not been breached (restitution in kind; Naturalrestitution). If the Company is unable to achieve this position within [21] days after having been notified by CBAI of the breach, CBAI may claim from the Company monetary damages (Schadenersatz in Geld), provided, however, that such damages shall only cover actual damages incurred by CBAI, and shall in particular not cover internal administration or overhead costs of CBAI, consequential damages (Folgeschäden), loss of profits (entgangener Gewinn) or any damages claimed on the basis that CBAI’s Investment Amount was calculated upon incorrect assumptions. 9.1.2 The Company shall not be liable for, and CBAI shall not be entitled to claim any damages of CBAI arising from or relating to this Agreement if and to the extent any damages of CBAI are covered by claims against third parties, including, but not limited to, through existing insurance policies. The Company shall have the burden of proving that said third parties or insurance policies relating thereto are liable for CBAI’s claims rather than the Company, provided, however, that CBAI shall be obliged to inform the Company as soon as it is aware of any possible claims against third parties.
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General/Recoverable Damages. 10.1.1 In the event of any breach of any representation and warranty made by Seller pursuant to Section 9, Seller shall indemnify and hold harmless Purchaser and/or, at Purchaser’s election, the Target Companies as well as any of Purchaser’s or the Target Companies’ successors, officers, directors, shareholders, employees and agents, from any damages including claims, injuries, losses, damages, Liabilities, charges, demands, actions, suits, proceedings, payments, assessments, deficiencies, settlements, judgments, awards, penalties, fines, costs, expenditures or expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable legal, expert and consultant fees and expenses and out-of-pocket disbursements) but excluding any special, incidental, exemplary, punitive or consequential damages (including lost profits, loss of revenue or lost sales) except to the extent awarded by a court of competent jurisdiction in connection with a claim by a third party or resulting from willful misconduct or intentional breach of this Agreement (“Damages”) incurred by Purchaser, the Target Companies or any of Purchaser’s or the Target Companies’ successors, officers, directors, shareholders, employees and agents. 10.1.2 For the purposes of this Section 10, in determining whether there has been a breach of or inaccuracy in any representation or warranty or the amount of Damages, any qualification or limitation as to materiality (whether by reference to material, Material Adverse Effect or change or otherwise) contained in such representation or warranty shall be disregarded. For purposes of determining the amount of Damages pursuant to this Section 10, any qualification or limitation as to knowledge contained in a representation or warranty shall be disregarded, provided, however, that the term “knowledge” shall continue to apply to the determination of whether there has been a breach of or inaccuracy in any representation or warranty pursuant to Section 9. For the avoidance of doubt, the concept of disregarding “materiality” or “knowledge” as set forth in this Section 10.1.2 shall not apply in connection with Section 8.5.1 (b) and Section 8.6.3. 10.1.3 Seller shall not be liable for, and Purchaser shall not be entitled to claim for, any Damages of Purchaser under or in connection with this Agreement if and to the extent that (1) the matter to which the claim relates is accrued for in the Clos...
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