Common use of General/Recoverable Damages Clause in Contracts

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 policies or from Third Parties for the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results in a Tax or other benefit to the Purchaser or any of the Companies, whereby all advantages in connection with the relevant matter shall be taken into account according to the principles of compensatio lucri cum damno (Vorteilsausgleichung); or (5) the breach of a guarantee results from, or its consequences are increased by, the passing of, or any change in, after 31 December 2006, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency or regulatory body, including but not limited to any increase of the rates of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes not actually in effect on 31 December 2006. For the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages under this section 7.

General/Recoverable Damages. 7.1.1 (a) In the event of any breach or non-fulfillment by a any Seller of any of the guarantees given by the respective Seller pursuant to section 6Section 8, the respective such 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, shall 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 guaranty not been breached (restitution in kind; Naturalrestitution). If and such Seller is unable to achieve this position within three (3) months after having been notified by the extent that Purchaser of the respective Seller fails to provide restitution in kind within the period set out in the foregoing sentencebreach, the Purchaser or the Shareholder Loans Purchaser, as the case may be, at its election, shall be entitled to claim from such Seller for monetary damage compensation damages (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 damagesaccordance with German law, (ii) consequential damages (Folgeschädenprovided, mittelbare Schäden)however, and (iii) lost profits, in each case as far as that 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 Purchaser, punitive damages, or the Shareholder Loans Purchaser. The Purchaser and the Shareholder Loans Purchaser shall not be entitled to argue any arguments that the Purchase Price and/or the Shareholder Loans Remuneration was calculated upon incorrect assumptions. Any payment made by any Damages shall, however, cover consequential damages (Folgeschäden) only if and to the extent such consequential damages are within the purpose (Sinn und Xxxxx) of the relevant Sellers’ Guarantee. (b) Each of the Sellers pursuant shall in each case only be liable for the breach of any guarantee under Section 8 up to the pro rata damage corresponding to the percentage of Shares it holds in the Company. The Purchaser shall only have the right to claim damages under this Agreement for the breach of such guarantee provided that it brings forth the respective claim vis-à-vis each of the Sellers in accordance with the pro rata participation of each of the respective Sellers at the same time. This limitation shall not apply to a breach of the guarantees set forth in Section 8.2(a), (b), (c), (d) and (e) with regard to the Shares, in which case each Seller shall be deemed to be an adjustment liable for a breach of these guarantees as far as the Purchase PriceShares held by it are concerned. 7.1.2 (c) The Sellers shall not be liable for, and the Purchaser shall not be entitled to claim for, any damages of the Purchaser under or – as in connection with this Agreement if and to the case extent the damages are actually recovered from a third party, including under an insurance policy. Purchaser shall use commercially reasonable efforts to pursue all recoveries to which Purchaser or the Vinnolit Entities may be – entitled. (d) The Sellers shall not be liable for, and the Shareholder Loans Purchaser shall not be entitled to claim for, any damages under this section 7 if based on facts and circumstances of which the Purchaser was aware as of the Signing Date. Without limiting the generality of the foregoing, the Purchaser shall be deemed to the extent thathave been aware of all matters disclosed in (1i) the matter to which the claim relates is reflected as a liability (Verbindlichkeit), provision (Rückstellung), depreciation (Abschreibung) or individual write-off (Einzelwertabschreibung) documents contained in the Q4 Financial Statements electronic data room operated by Data Room Services GmbH as of 26 May 2014, 12.30 CET, a copy of which will be preserved on two CD-Roms and has been deducted as Financial Debt or treated as held in escrow by the acting notary public on the Signing Date under a deductible item in determining mutually agreed joint instruction letter for a period of five (5) years from the Working Capital Shortfall or Working Capital Surplus; (2) Closing Date for purposes of providing evidence, unless such documents do not disclose the Purchaser, the Shareholder Loans Purchaser or, after the Closing, the Companies receive payments under insurance policies or from Third Parties for the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results relevant facts and circumstances in a Tax or other benefit to the Purchaser or any way so that a diligent reader of the Companieselectronic data room would reasonably understand the matter at hand, whereby all advantages in connection with the relevant matter shall be taken into account according to the principles of compensatio lucri cum damno (Vorteilsausgleichung); or (5ii) the breach of a guarantee results from, or its consequences are increased by, the passing of, or any change in, after 31 December 2006, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency or regulatory body, including but not limited documents provided to any increase Xxxx Xxxxxx and other selected members of the rates of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes not actually in effect Purchaser’s due diligence team via a secured site which have also been put on 31 December 2006. For a third CD-Rom and are submitted to the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages under this section 7acting notary public.

General/Recoverable Damages. 7.1.1 8.1.1 In the event of any breach or non-fulfillment fulfilment by a Seller the Sellers of any of the guarantees given by Sellers’ Guarantees or covenants pursuant to Section 10 (Ordinary Course of Business Covenant) or any other guarantee, covenant or undertaking of the Sellers under this Agreement (collectively the Purchasers’ Claims, each of them a Purchasers’ Claim, which definition for purposes of defining recoverable damages or limitation of Sellers’ liability shall not include liabilities under Section 2 through Section 6, Section 11 and any obligations or liabilities relating to periods subsequent to Closing), the Purchasers are entitled to demand from the Sellers (i) that the Sellers put the Purchasers, or at the choice of the Purchasers, the Target or 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 beWILD Flavors Company, into the position the Purchaser Purchasers or the Shareholder Loans Purchaser Target or the respective WILD Flavors Company would have been in had the guarantee guarantee, covenant or undertaking not been breached (restitution in kind; Naturalrestitution), or (ii) that the Sellers pay an amount sufficient to compensate all damages suffered by the Purchasers, the Target or the respective WILD Flavors Company in connection with such breach or non-fulfilment and recoverable by the Purchasers under this Agreement. If and the Sellers fail to achieve such position within sixty (60) Business Days after having been notified in reasonable detail by the extent that Purchasers of the potential breach or measure, or if the breach is not subject to restitution in kind, the Purchasers or, at the Purchasers’ choice, the Target or the respective Seller fails WILD Flavors Company, shall be entitled to provide restitution claim monetary damages (Schadensersatz in kind within Geld), provided, however, that such damages shall only cover actual damages suffered directly by the period set out Purchasers or the Target or the respective WILD Flavors Company, and shall in particular not cover (i) internal administration or overhead costs of the foregoing sentencePurchasers, the Purchaser Target or the Shareholder Loans Purchasera WILD Flavors Company, 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) or lost profits (entgangener Gewinn), and (iii) frustrated expenses (vergebliche Aufwendungen), (iv) any potential or actual reduction (Minderung) in value of the Target or a WILD Flavors Company beyond the actual damage incurred (due to, for example, lost profitsEXECUTION COPY Project Kronos 5 July 2014 48 | 76 earnings or decreased cash flow), or (v) amounts based on any arguments that the Purchase Price was calculated upon incorrect assumptions, and further provided that for any Purchasers’ Claim resulting from a defective or non-existent title to, the non-existence of, an encumbrance or other right over the Shares, the shares or interests in each the Target or any WILD Flavors Company, monetary damages shall be calculated on the basis of the fair market value of the equity of the Target or relevant WILD Flavors Company, as the case may be. 8.1.2 Any payment of damages or costs or expenses by the Sellers to the Purchasers under this Agreement shall be treated as far a reduction of the Purchase Price. If and to the extent payments are made by a Seller to the Target, the WILD Flavors Companies or their legal successors, such payments shall be construed and deemed as such damages are recoverable under sections 249 et seq. BGB. For contributions (Einlagen) made by the avoidance Purchasers into the Target or the respective WILD Flavors Company and shall be treated as a reduction of doubt, damage compensation the Purchase Price paid to that Seller as between the Parties. 8.1.3 The Sellers shall not cover internal administration or overhead costs and expenses of the Purchaser or the Shareholder Loans Purchaser. The Purchaser be liable, and the Shareholder Loans Purchaser Purchasers 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 Purchasers’ Claim, whether for restitution in kind or for damages, costs or expenses under or in connection with this Agreement shall be deemed to be an adjustment of the Purchase Price. 7.1.2 The Sellers shall not be liable forAgreement, 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) any damages, costs or expenses of the Purchasers can reasonably be recovered under claims against third parties that are related to the subject matter underlying the relevant Purchasers’ Claim, including, but not limited to, through insurance policies maintained by the Target and/or the WILD Flavors Companies; (2) any circumstances triggering an obligation or liability of the Sellers under, or in connection with, this Agreement lead to a tax advantage that is related to the subject matter underlying the relevant obligation or liability, in particular a reduced tax burden, in the same Tax year of the Purchasers, the Target or any WILD Flavors Company; (3) the Purchasers, or, after the Closing Date, the Target or any WILD Flavors Company, have participated in causing (mitverursacht) the Purchasers’ Claim within the meaning of Section 254 paragraph (1) BGB or have failed to comply with their duty to mitigate damages (Schadensminderungspflicht) pursuant to Section 254 paragraph (2) BGB; EXECUTION COPY Project Kronos 5 July 2014 49 | 76 (4) the event giving rise to the Purchasers’ Claim arises, whether in whole or in part, from any action (including, but not limited to, a change of the accounting principles or reporting practices after the Closing Date unless instructed in writing by the Sellers) or any event having occurred after the Signing Date at the request or direction or with written consent of the Purchasers or any of the Purchasers’ Representatives; (5) the underlying matter is reflected in the Financial Statements as a (specific or lump sum) provision or other liability reasonably associated with the underlying matter; (6) the underlying facts or circumstances to which the claim relates is reflected were “fairly disclosed” in (i) documents made available in the virtual data room operated by IntraLinks, Inc. and accessible to the Purchasers and the Purchasers’ Representatives in the time period from 6 May 2014 until 4 July 2014, 1 pm CET, a complete set of which shall be provided to all Parties and saved and stored by IntraLinks, Inc. on a DVD and preserved by the notary for evidentiary purposes for a period of five (5) years after the Closing Date in accordance with a joint instruction letter attached hereto as a liability (VerbindlichkeitAnnex 8.1.3(6)(a), provision (Rückstellungii) further documents that were provided by the Sellers in the course of the Purchasers’ due diligence of the WILD Flavors Business, as attached in Annex 8.1.3(6)(b), depreciation or (Abschreibungiii) this Agreement and the Annexes thereto ((i) through (iii) collectively referred to as the Disclosed Information). Facts and circumstances are deemed to be “fairly disclosed” if the disclosure is made in such a manner that (i) the significance and materiality of the relevant information for the respective Purchasers’ Claim are reasonably apparent from the relevant document, and (ii) the disclosure was not misleading or individual write-off (Einzelwertabschreibung) hidden within the data room 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 Surplusplace where such disclosure could not be reasonably be expected; (27) the Purchaser, procedures set forth in Section 8.3 are not observed by the Shareholder Loans Purchaser or, after Purchasers and the Closing, Purchasers cannot show that such non-observance had no effect on the Companies receive payments under insurance policies measure for a restitution in kind or from Third Parties for on the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results in a Tax or other benefit to the Purchaser or any of the Companies, whereby all advantages in connection with the relevant matter shall be taken into account according to the principles of compensatio lucri cum damno (Vorteilsausgleichung)claim; or (5) 8) the breach of a guarantee Purchasers’ Claim results from, or its consequences are is increased by, the passing of, or any change in, after 31 December 2006, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency authority or regulatory body, including but not limited body after the Signing Date. EXECUTION COPY Project Kronos 5 July 2014 50 | 76 Any payments actually made by the Sellers in order to any increase discharge a liability which is or becomes excluded under this Section 8.1.3 shall be refunded by the Purchasers to the Sellers without undue delay after the occurrence of the rates event triggering such exclusion of Taxes or liability. The Purchasers undertake to inform the Sellers, without undue delay, about any imposition event which may trigger an exclusion of Taxes or any withdrawal or relief from Taxes not actually in effect on 31 December 2006. For the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages liability under this section 7Section 8.1.3.

General/Recoverable Damages. 7.1.1 In the event of any breach or non-fulfillment by a Seller of that any of the guarantees given by of the respective Seller pursuant to section 6Section 6 prove to be not true and correct in full or in part (each a “Breach of Guarantee”), or or any of the respective covenants pursuant to Section 4.1 prove to be not true and correct in full or in part (each a “Breach of Covenant”) the 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, shall put the Purchaser or at the Shareholder Loans Purchaser, as election of the case may be, Purchaser the Company into the position the Purchaser or the Shareholder Loans Purchaser Company would have been in had the guarantee or the covenant not been breached (restitution in kind; Naturalrestitution). If and the Seller is unable or unwilling to achieve this position within thirty (30) Business Days after having been notified by the Purchaser of the Breach of Guarantee or the Breach of Covenant, the Seller shall pay to the extent that Purchaser or, at the respective Seller fails to provide restitution in kind within election of the period set out in the foregoing sentence, the Purchaser or the Shareholder Loans Purchaser, as to the case may be, at its election, shall be entitled to claim for Company the monetary damage compensation damages (Schadenersatz in Geld) instead of restitution in kind. The obligations under the foregoing sentences exist regardless of any fault or negligence – including lost profits (Verschuldenentgangener Gewinn) of the Sellers. The damage compensation shall only cover (i) actual damages, (ii) and consequential damages (Folgeschäden, mittelbare Schäden), and (iii) lost profits, in each case as far as to the extent such consequential damages are recoverable under sections 249 et seq. BGB. For reasonably foreseeable – to compensate for the avoidance of doubt, damage compensation shall not cover internal administration or overhead costs and expenses of damages suffered by the Purchaser or the Shareholder Loans Purchaser. The Purchaser and the Shareholder Loans Purchaser Company which they would not have suffered if the guarantee or covenant in question had been true and correct, provided that such damages shall not be entitled to argue exclude any arguments 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 Seller 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 of the Purchaser for a Breach of Guarantee, if and to the extent that (1) the matter to which the claim relates is reflected as a liability clearly and specifically provided for (Verbindlichkeit), provision (Rückstellung), depreciation (Abschreibung) or individual write-off (Einzelwertabschreibungrückgestellt) in the Q4 2006 Company’s 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;2007 IFRS Management Accounts, (2) the Purchaser, the Shareholder Loans Purchaser or, after the Closing, the Companies receive payments under insurance policies or from Third Parties for the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach any damages of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results in a Tax or other benefit to the Purchaser or any the Company, which will be compensated by an insurance of the CompaniesCompany in place at the Closing Date, whereby all advantages provided, however, that any increase in connection with insurance premiums resulting from the relevant matter Breach of Guarantee shall be taken into account count as additional damage. 7.1.3 In the event that the Seller is liable for a Breach of Guarantee or a Breach of Covenant and the Company has a claim against a third party for compensation of such damages (other than an insurance claim excluding the Seller’s liability according to the principles of compensatio lucri cum damno Section 7.1.2 (Vorteilsausgleichung2); or (5) the breach of a guarantee results from, or its consequences are increased by), the passing ofSeller’s obligation hereunder shall not be affected, or any change in, after 31 December 2006, any law, statute, ordinance, rule, regulation, common law rule or administrative practice provided however that the Purchaser shall procure that the Company assigns such claim to the Seller against payment of any government, governmental department, agency or regulatory body, including but not limited to any increase of damages from the rates of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes not actually in effect on 31 December 2006. For the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages under this section 7Seller.

General/Recoverable Damages. 7.1.1 In the event of any breach or non-fulfillment fulfilment by a Seller the Sellers of any of the guarantees given by the respective Seller pursuant to section 6Section 6 or covenants of Sellers under Section 11.2, 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, Sellers shall put the Purchaser or and/or the Shareholder Loans Purchaser, as the case may be, relevant Xxxxx Group Company into the position the Purchaser or the Shareholder Loans Purchaser and/or such Ipsen Group Company would have been in had the guarantee or covenant not been breached or properly fulfilled (restitution in kind; NaturalrestitutionNaturalrestitu- tion). If and (i) the Sellers are unable to achieve this position within 90 days after having been notified by the extent that Purchaser of the respective Seller fails to provide breach or (ii) restitution in kind within the period set out in the foregoing sentenceis not feasible, the Purchaser or the Shareholder Loans Purchaser, as the case may be, at its election, shall be entitled to claim for monetary damage compensation damages (Schadenersatz in Geld) instead of restitution ), in kindaccordance with Section 249 et seq. The obligations under the foregoing sentences exist regardless of any fault or negligence (Verschulden) of the Sellers. The damage compensation shall only cover German Civil Code including (i) actual damages, (ii) consequential damages (Folgeschäden, mittelbare Schäden), ) and (iiiii) loss of profits (entgangener Gewinn) to the extent such lost profitsprofits are proven and tangible and do not relate to a breach of a guarantee in Section 6.2.1 to the extent relating to shares and encumbrances thereon, in each case as far as provided, however, that such damages are recoverable under sections 249 et seq. BGBshall not include internal administration or overhead costs of Purchaser, any value reduction (due to, for example, lost earnings or decreased cash flow) or be based on any arguments that the Purchase Price was calculated upon incorrect assumptions. For the avoidance of doubt, damage compensation : There shall not cover internal administration be no double-counting of any losses or overhead costs and expenses of the Purchaser or the Shareholder Loans Purchaser. The Purchaser damages and the Shareholder Loans Purchaser reduced value of a subsidiary or reduced dividend flows resulting from the breach of a Sellers’ Guarantee shall not be entitled indemnifiable in addition 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 claims stipulated in this Agreement shall be deemed to be an adjustment of the Purchase PriceSection 7. 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 of the Purchaser under or in connection with this section 7 Agreement if and to the extent that: (1a) the matter to which the claim relates is reflected specifically provided for in the Interim Accounts either as a liability (Verbindlichkeit), ) or as a 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 policies or from Third Parties for the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results in a Tax or other benefit to the Purchaser or any of the Companies, whereby all advantages in connection with the relevant matter shall be taken into account according to the principles of compensatio lucri cum damno (Vorteilsausgleichung); or (5b) any damages of the Purchaser are covered by claims through existing insurance policies or by claims against other third parties, provided that such claims against third parties other than insurance providers have actually been received or could have been received using reasonable efforts to collect such claims (which does not apply to claims against advisors or employees); or (c) the breach of a guarantee results from, or its consequences are increased by, the passing of, or any change inPurchaser and/or, after 31 December 2006the Closing Date, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency or regulatory body, including but not limited to any increase of the rates Xxxxx Group Companies contributed to the occurrence or amount of Taxes the damages. Any payments actually made by the Sellers in order to discharge a liability which is or any imposition of Taxes becomes excluded or any withdrawal or relief from Taxes not actually in effect on 31 December 2006. For the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages reduced under this section Section 7 shall be refunded by the Purchaser to the Sellers immediately upon the occurrence of the event triggering such exclusion or reduction of liability. The Purchaser undertakes to inform the Sellers, without undue delay, about any event which may trigger an exclusion or reduction of liability under this Section 7.

General/Recoverable Damages. 7.1.1 8.1.1 In the event of any breach or non-fulfillment fulfilment by a Seller the Sellers of any of the guarantees given by Sellers’ Guarantees or covenants pursuant to Section 10 (Ordinary Course of Business Covenant) or any other guarantee, covenant or undertaking of the Sellers under this Agreement (collectively the Purchasers’ Claims, each of them a Purchasers’ Claim, which definition for purposes of defining recoverable damages or limitation of Sellers’ liability shall not include liabilities under Section 2 through Section 6, Section 11 and any obligations or liabilities relating to periods subsequent to Closing), the Purchasers are entitled to demand from the Sellers (i) that the Sellers put the Purchasers, or at the choice of the Purchasers, the Target or 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 beWILD Flavors Company, into the position the Purchaser Purchasers or the Shareholder Loans Purchaser Target or the respective WILD Flavors Company would have been in had the guarantee guarantee, covenant or undertaking not been breached (restitution in kind; Naturalrestitution), or (ii) that the Sellers pay an amount sufficient to compensate all damages suffered by the Purchasers, the Target or the respective WILD Flavors Company in connection with such breach or non-fulfilment and recoverable by the Purchasers under this Agreement. If and the Sellers fail to achieve such position within sixty (60) Business Days after having been notified in reasonable detail by the extent that Purchasers of the potential breach or measure, or if the breach is not subject to restitution in kind, the Purchasers or, at the Purchasers’ choice, the Target or the respective Seller fails WILD Flavors Company, shall be entitled to provide restitution claim monetary damages (Schadensersatz in kind within Geld), provided, however, that such damages shall only cover actual damages suffered directly by the period set out Purchasers or the Target or the respective WILD Flavors Company, and shall in particular not cover (i) internal administration or overhead costs of the foregoing sentencePurchasers, the Purchaser Target or the Shareholder Loans Purchasera WILD Flavors Company, 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) or lost profits (entgangener Gewinn), and (iii) frustrated expenses (vergebliche Aufwendungen), (iv) any potential or actual reduction (Minderung) in value of the Target or a WILD Flavors Company beyond the actual damage incurred (due to, for example, lost profitsEXECUTION COPY earnings or decreased cash flow), or (v) amounts based on any arguments that the Purchase Price was calculated upon incorrect assumptions, and further provided that for any Purchasers’ Claim resulting from a defective or non-existent title to, the non-existence of, an encumbrance or other right over the Shares, the shares or interests in each the Target or any WILD Flavors Company, monetary damages shall be calculated on the basis of the fair market value of the equity of the Target or relevant WILD Flavors Company, as the case may be. 8.1.2 Any payment of damages or costs or expenses by the Sellers to the Purchasers under this Agreement shall be treated as far a reduction of the Purchase Price. If and to the extent payments are made by a Seller to the Target, the WILD Flavors Companies or their legal successors, such payments shall be construed and deemed as such damages are recoverable under sections 249 et seq. BGB. For contributions (Einlagen) made by the avoidance Purchasers into the Target or the respective WILD Flavors Company and shall be treated as a reduction of doubt, damage compensation the Purchase Price paid to that Seller as between the Parties. 8.1.3 The Sellers shall not cover internal administration or overhead costs and expenses of the Purchaser or the Shareholder Loans Purchaser. The Purchaser be liable, and the Shareholder Loans Purchaser Purchasers 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 Purchasers’ Claim, whether for restitution in kind or for damages, costs or expenses under or in connection with this Agreement shall be deemed to be an adjustment of the Purchase Price. 7.1.2 The Sellers shall not be liable forAgreement, 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) any damages, costs or expenses of the Purchasers can reasonably be recovered under claims against third parties that are related to the subject matter underlying the relevant Purchasers’ Claim, including, but not limited to, through insurance policies maintained by the Target and/or the WILD Flavors Companies; (2) any circumstances triggering an obligation or liability of the Sellers under, or in connection with, this Agreement lead to a tax advantage that is related to the subject matter underlying the relevant obligation or liability, in particular a reduced tax burden, in the same Tax year of the Purchasers, the Target or any WILD Flavors Company; (3) the Purchasers, or, after the Closing Date, the Target or any WILD Flavors Company, have participated in causing (mitverursacht) the Purchasers’ Claim within the meaning of Section 254 paragraph (1) BGB or have failed to comply with their duty to mitigate damages (Schadensminderungspflicht) pursuant to Section 254 paragraph (2) BGB; EXECUTION COPY (4) the event giving rise to the Purchasers’ Claim arises, whether in whole or in part, from any action (including, but not limited to, a change of the accounting principles or reporting practices after the Closing Date unless instructed in writing by the Sellers) or any event having occurred after the Signing Date at the request or direction or with written consent of the Purchasers or any of the Purchasers’ Representatives; (5) the underlying matter is reflected in the Financial Statements as a (specific or lump sum) provision or other liability reasonably associated with the underlying matter; (6) the underlying facts or circumstances to which the claim relates is reflected were “fairly disclosed” in (i) documents made available in the virtual data room operated by IntraLinks, Inc. and accessible to the Purchasers and the Purchasers’ Representatives in the time period from 6 May 2014 until 4 July 2014, 1 pm CET, a complete set of which shall be provided to all Parties and saved and stored by IntraLinks, Inc. on a DVD and preserved by the notary for evidentiary purposes for a period of five (5) years after the Closing Date in accordance with a joint instruction letter attached hereto as a liability (VerbindlichkeitAnnex 8.1.3(6)(a), provision (Rückstellungii) further documents that were provided by the Sellers in the course of the Purchasers’ due diligence of the WILD Flavors Business, as attached in Annex 8.1.3(6)(b), depreciation or (Abschreibungiii) this Agreement and the Annexes thereto ((i) through (iii) collectively referred to as the Disclosed Information). Facts and circumstances are deemed to be “fairly disclosed” if the disclosure is made in such a manner that (i) the significance and materiality of the relevant information for the respective Purchasers’ Claim are reasonably apparent from the relevant document, and (ii) the disclosure was not misleading or individual write-off (Einzelwertabschreibung) hidden within the data room 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 Surplusplace where such disclosure could not be reasonably be expected; (27) the Purchaser, procedures set forth in Section 8.3 are not observed by the Shareholder Loans Purchaser or, after Purchasers and the Closing, Purchasers cannot show that such non-observance had no effect on the Companies receive payments under insurance policies measure for a restitution in kind or from Third Parties for on the respective item; (3) either the Purchaser or, after the Closing, the Companies have caused (verursacht oder mitverursacht) or aggravated the breach of a guarantee or any damage resulting therefrom or failed to mitigate damages pursuant to section 254 BGB; (4) the payment or settlement of any item giving rise to claims relating to the breach of a guarantee results in a Tax or other benefit to the Purchaser or any of the Companies, whereby all advantages in connection with the relevant matter shall be taken into account according to the principles of compensatio lucri cum damno (Vorteilsausgleichung)claim; or (5) 8) the breach of a guarantee Purchasers’ Claim results from, or its consequences are is increased by, the passing of, or any change in, after 31 December 2006, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency authority or regulatory body, including but not limited body after the Signing Date. EXECUTION COPY Any payments actually made by the Sellers in order to any increase discharge a liability which is or becomes excluded under this Section 8.1.3 shall be refunded by the Purchasers to the Sellers without undue delay after the occurrence of the rates event triggering such exclusion of Taxes or liability. The Purchasers undertake to inform the Sellers, without undue delay, about any imposition event which may trigger an exclusion of Taxes or any withdrawal or relief from Taxes not actually in effect on 31 December 2006. For the avoidance of doubt, the final sentence of section 8.1.1 shall apply in respect of any corporate income tax or trade tax burden (as the case may be) that entitle to damages liability under this section 7Section 8.1.3.