Common use of Legal Consequences Clause in Contracts

Legal Consequences. 5.1 The parties of this Agreement agree that the rights and remedies which the parties may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. 5.2 If one or more of the representations and warranties made by one of the Holders in this Agreement proves to be completely or partially inaccurate or incomplete then Parent shall be entitled to demand that the respective Holder puts Parent or the Company into the same situation it would have been had such representation or warranty been accurate and complete or had such obligation been complied with (Naturalrestitution) within a period of two months following receipt of a written demand. If the respective Holder fails to establish the said situation within such time period following such demand, or if the establishment of such situation is not possible, or is unacceptable to Parent or the respective Holder, Parent shall be entitled to demand payment of its (or the Company’s) damages based on or arising out of such inaccuracy or failure (xxxxxxx Schadensersatz) (collectively, the “Damages”). 5.3 Parent shall, to the extent it has been positively aware of the situation, advise the Holders without undue delay (unverzüglich) in writing concerning the inaccuracy of a representation or warranty or the failure of Holders to comply with their obligations, the underlying facts and the expected amount of the Damages (hereinafter referred to as “Parent’s Claim”). Parent shall provide the Holders with the information forming the basis of the respective Parent’s Claim. Pieris/Marika Acquisition Agreement 5.4 The parties agree that the provisions contained in this Agreement conclusively settle the Holders’ liability to Parent following the Closing and the legal consequences of any breach of this Agreement, in particular regarding the inaccuracy of the representations or warranties made by and the failure by the Holders to perform their obligations under this Agreement and that in the event of a breach of such representations or warranties and obligations or other legal, contractual or quasi-contractual obligations of the Holders, Parent shall not be entitled to any other claims under or in connection with this Agreement following the Closing. Insofar as legally permissible, i.e. not in cases of willful misconduct (Vorsatz) or fraudulent intent (Arglist) on the part of Holders, Parent hereby waives the right following the Closing to raise any other contractual, quasi-contractual legal or other rights or claims – irrespective of the legal grounds thereof – and, in particular the right to rescind, claims to large damage compensation (großer Schadenersatz) and to assert claims to reverse transactions, rights of avoidance, claims for supplementary performance as well as claims for the positive violation of a contractual duty and frustration of contract. The Holders hereby accept such waiver. 5.5 The parties further agree that the representations and warranties do not under any circumstances constitute a “representation and warranty concerning the quality of the object” within the meaning of Section 443 of the German Civil Code (BGB). The parties consequently expressly waive the application of Sections 442 and 444 of the German Civil Code (BGB) following the Closing; Parent further expressly waives any rights pursuant to Sections 437 through 441 of the German Civil Code (BGB) following the Closing. Section 377 of the German Commercial Code (HGB) shall not apply following the Closing. Should it turn out that the aforementioned provisions concerning the limitation of the Holders’ liability are completely or partially ineffective, Parent waives any right to bring claims following the Closing against the Holders, going beyond the limitations on liability in this Section 5 and the other limitations on liability contained in this Agreement, which the parties hereto intended to stipulate in the aforementioned provisions. The Holders hereby accept such waivers. 5.6 Following the Closing, Parent shall only be entitled to bring claims against a Holder hereunder if and to the extent that an individual claim exceeds the amount of EUR 25,000.00 (in words: twenty-five thousand euros) and, in addition, all claims in total exceed the amount of EUR 1,000,000.00 (in words: one million euros); thereafter, the claims are payable in full (exemption amount; Freigrenze). The total amount of claims by Parent against a Holder hereunder following the Closing shall not exceed fifty percent of the pre money valuation of the respective shares of the Company with regard to each contributing Holder hereunder. 5.7 The limitations of liability pursuant to Section 5.6 shall not apply to willful or fraudulent acts of the Holders. In this case, the claims of Parent under this Agreement following the Closing shall be limited to the consideration received by the Holders hereunder. 5.8 The Holders’ liability pursuant to this Agreement following the Closing shall be excluded if and to the extent that one of the following situations exists: (a) The fact or Damages themselves forming the basis of the inaccuracy and/or incompleteness of the representations and warranties has been disclosed to Parent in this Agreement and/or its schedules and exhibits. Pieris/Marika Acquisition Agreement (b) The Damages have been completely or partially taken into account in one, several or all of the Company’s financial statements as a result of liability reserves or accruals. (c) The Damages are offset in full or in part within Parent and/or the Company pursuant to the principles of benefit-sharing (Grundsätze des Vorteilsausgleichs). (d) The Damages stem from the fact that as far as is currently known an existing law or other existing legal provision is being amended, or a new law or another new legal provision is coming into force, or from the fact that an official order is being issued. (e) The Parent’s Claim has been satisfied through any insurance. (f) Contributory negligence pursuant to the legal principle contained in Section 254 of the German Civil Code (BGB) regarding the creation of the Parent’s Claim has to be attributed to Parent. 5.9 Should one or more of the representations or warranties made by Parent under this Agreement turn out to be incorrect and/or incomplete, the provisions of this Section 5 shall apply mutatis mutandis. 5.10 Any claim by Parent with respect to the title or ownership of, and/or lack of encumbrances on, the Existing Shares represented by the Holders under Section 3.1 (a) shall survive indefinitely. All other representation and warranty claims shall expire, in deviation from the statutory provisions, two (2) years after the Closing Date, if and to the extent any provision in this Agreement does not provide otherwise.

Legal Consequences. 5.1 The parties of this Agreement agree that the rights and remedies which the parties may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. 5.2 If one or more of the representations and warranties made by 1. Should one of the Holders in this Agreement proves to above warranties and representations be completely or partially inaccurate incorrect or incomplete then Parent upon conclusion of this agreement, Seller shall be entitled to demand that - at Buyer's option - put either Rushware, ABC or Softgold, as the respective Holder puts Parent case may be, or the Company into the same situation Buyer in a position it would have been had such in if the corresponding representation or warranty had been accurate correct and complete or had such obligation been complied with (Naturalrestitution) within a period of two months following receipt of a written demandcomplete. If the respective Holder fails to establish incorrectness or incompleteness consists in the said situation within such time period following such demandassumption of a contractual obligation or liability, or if the establishment of such situation is not possibleSeller shall indemnify and hold Rushware, or is unacceptable to Parent ABC, Softgold or the Buyer harmless without any limitation except as otherwise provided in this Agreement against the assignment or other surrender of all rights and claims arising therefrom for the respective Holder, Parent company or Buyer. Buyer's claims under this provision shall be entitled bear interest at a rate of 5% p.a. as of the date on which Purchaser raised such claims against Seller; the foregoing shall not limit claims of Purchaser for reimbursement of interest payable to demand payment of its (or the Company’s) damages based on or arising out of such inaccuracy or failure (xxxxxxx Schadensersatz) (collectively, the “Damages”)third parties. 5.3 Parent shall, 2. Warranty claims can only be asserted if and to the extent it has been positively aware of the situation, advise the Holders without undue delay (unverzüglich) they exceed in writing concerning the inaccuracy of a representation or warranty or the failure of Holders to comply with their obligations, the underlying facts and the expected total an amount of the Damages (hereinafter referred to as “Parent’s Claim”)DM 100,000.--. Parent shall provide the Holders with the information forming the basis of the respective Parent’s Claim. Pieris/Marika Acquisition Agreement 5.4 The parties agree that funds (cash or shares) in Escrow which are available after settlement of claims according to Section 5 (6.) (a), (c), if and to the extent available, shall be used for settlement of warranty claims. 3. If and to the extent that claims are asserted by third parties against Rushware, ABC, Softgold and/or Buyer which may lead to claims based on the abovementioned warranties and representations, Seller shall be immediately notified thereof and given an opportunity of defending any such claims. Any costs associated therewith shall be advanced and borne by Seller. 4. Any Net Value as of December 31, 1998 in excess of the amount guaranteed in accordance with Section 5 (6.) (a), and not paid out to Seller under Section 5 (6.) (b) or taken into consideration pursuant to Section 8 (2.), Section 9 (4.), shall be credited to Seller with respect to payments due under and in accordance with this Section 7. 5. All claims of Buyer based on the abovementioned provisions contained shall become statute-barred upon expiration of June 30, 2000. 6. Buyer cannot assert any claims based on facts which are mentioned in this Agreement conclusively settle the Holders’ liability due diligence reports of Deloitte & Touche, Dusseldorf, dated October 12, 1998, and Bruckhaus Westxxxx Xxxlxx Xxxex, xxted November 30, 1998 in the minutes of the meeting of the parties on November 11/12, 1998 as signed by both parties or on circumstances or facts which have been brought to Parent following its knowledge in writing at or prior to the Closing and time of the legal consequences of any breach conclusion of this Agreementagreement. In this context, in particular regarding the inaccuracy of the representations or warranties made by all circumstances and the failure by the Holders to perform their obligations under this Agreement and that facts explicitly disclosed in the event of a breach of such representations or warranties and obligations or other legal, contractual or quasi-contractual obligations of the Holders, Parent respective annex hereto shall not be entitled deemed to any other claims under or in connection with this Agreement following the Closingbe known to Buyer. Insofar as legally permissible, i.e. not in cases of willful misconduct (Vorsatz) or fraudulent intent (Arglist) on the part of Holders, Parent hereby waives the right following the Closing to raise any other contractual, quasi-contractual legal or other rights or claims – irrespective of the legal grounds thereof – and, in particular the right to rescind, claims to large damage compensation (großer Schadenersatz) and to assert claims to reverse transactions, rights of avoidance, claims for supplementary performance as well as claims for the positive violation of a contractual duty and frustration of contract. The Holders hereby accept such waiver. 5.5 The parties further agree that the representations and warranties do not under any circumstances constitute a “representation and warranty concerning the quality of the object” within the meaning of Section 443 of the German Civil Code (BGB). The parties consequently expressly waive the application of Sections 442 and 444 of the 460 German Civil Code (BGB) following the Closing; Parent further expressly waives any rights pursuant to Sections 437 through 441 of the German Civil Code (BGB) following the Closingis excluded. 7. Section 377 of the German Commercial Code (HGB) Buyer shall not apply following the Closing. Should it turn out that the aforementioned provisions concerning the limitation of the Holders’ liability are completely or partially ineffective, Parent waives any right to bring claims following the Closing against the Holders, going beyond the limitations on liability in this Section 5 and the other limitations on liability contained in this Agreement, which the parties hereto intended to stipulate in the aforementioned provisions. The Holders hereby accept such waivers. 5.6 Following the Closing, Parent shall only be entitled to bring claims against a Holder hereunder under the above representations and warranties if and to the extent that an individual claim exceeds the amount of EUR 25,000.00 (in words: twenty-five thousand euros) and, in addition, all claims in total exceed the amount of EUR 1,000,000.00 (in words: one million euros); thereafter, the such claims are payable in full (exemption amount; Freigrenze)based on acts or omissions of or controlled by Buyer after the date hereof until December 31, 1998. 8. The total amount right of repudiation, recission and compensation as well as any statutory claims by Parent against a Holder hereunder following the Closing shall not exceed fifty percent for reduction of the pre money valuation purchase price or damages - except for claims under the law of the respective shares of the Company with regard to each contributing Holder hereundertorts (Sections 823 sqq. German Civil Code) and except as explicitly provided otherwise in Section 5 (6.) - shall be excluded. 5.7 The limitations 9. Any defects of liability pursuant to Section 5.6 shall not apply to willful or fraudulent acts of the Holders. In this case, the claims of Parent under this Agreement following the Closing title shall be limited subject to the consideration received by the Holders hereunder. 5.8 The Holders’ liability pursuant to this Agreement following the Closing shall be excluded if and to the extent that one of the following situations exists: (a) The fact or Damages themselves forming the basis of the inaccuracy and/or incompleteness of the representations and warranties has been disclosed to Parent in this Agreement and/or its schedules and exhibits. Pieris/Marika Acquisition Agreement (b) The Damages have been completely or partially taken into account in one, several or all of the Company’s financial statements as a result of liability reserves or accruals. (c) The Damages are offset in full or in part within Parent and/or the Company pursuant to the principles of benefit-sharing (Grundsätze des Vorteilsausgleichs). (d) The Damages stem from the fact that as far as is currently known an existing law or other existing legal provision is being amended, or a new law or another new legal provision is coming into force, or from the fact that an official order is being issued. (e) The Parent’s Claim has been satisfied through any insurance. (f) Contributory negligence pursuant to the legal principle contained in Section 254 of the German Civil Code (BGB) regarding the creation of the Parent’s Claim has to be attributed to Parent. 5.9 Should one or more of the representations or warranties made by Parent under this Agreement turn out to be incorrect and/or incomplete, the provisions of this Section 5 shall apply mutatis mutandis. 5.10 Any claim by Parent with respect to the title or ownership of, and/or lack of encumbrances on, the Existing Shares represented by the Holders under Section 3.1 (a) shall survive indefinitely. All other representation and warranty claims shall expire, in deviation from the statutory provisions, two (2) years after the Closing Date, if and to the extent any provision in this Agreement does not provide otherwise.

Legal Consequences. 5.1 The parties of this Agreement agree that the rights and remedies which the parties may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. 5.2 If one or more of the representations and warranties made by one of the Holders in this Agreement proves to be completely or partially inaccurate or incomplete then Parent shall be entitled to demand that the respective Holder puts Parent or the Company into the same situation it would have been had such representation or warranty been accurate and complete or had such obligation been complied with (Naturalrestitution) within a period of two months following receipt of a written demand. If the respective Holder fails to establish the said situation within such time period following such demand, or if the establishment of such situation is not possible, or is unacceptable to Parent or the respective Holder, Parent shall be entitled to demand payment of its (or the Company’s) damages based on or arising out of such inaccuracy or failure (xxxxxxx Schadensersatz) (collectively, the “Damages”). 5.3 Parent shall, to the extent it has been positively aware of the situation, advise the Holders without undue delay (unverzüglich) in writing concerning the inaccuracy of a representation or warranty or the failure of Holders to comply with their obligations, the underlying facts and the expected amount of the Damages (hereinafter referred to as “Parent’s Claim”). Parent shall provide the Holders with the information forming the basis of the respective Parent’s Claim. Pieris/Marika Acquisition Agreement 5.4 The parties agree that the provisions contained in this Agreement conclusively settle the Holders’ liability to Parent following the Closing and the legal consequences of any breach of this Agreement, in particular regarding the inaccuracy of the representations or warranties made by and the failure by the Holders to perform their obligations under this Agreement and that in the event of a breach of such representations or warranties and obligations or other legal, contractual or quasi-contractual obligations of the Holders, Parent shall not be entitled to any other claims under or in connection with this Agreement following the Closing. Insofar as legally permissible, i.e. not in cases of willful misconduct (Vorsatz) or fraudulent intent (Arglist) on the part of Holders, Parent hereby waives the right following the Closing to raise any other contractual, quasi-contractual legal or other rights or claims – irrespective of the legal grounds thereof – and, in particular the right to rescind, claims to large damage compensation (großer Schadenersatz) and to assert claims to reverse transactions, rights of avoidance, claims for supplementary performance as well as claims for the positive violation of a contractual duty and frustration of contract. The Holders hereby accept such waiver. 5.5 The parties further agree that the representations and warranties do not under any circumstances constitute a “representation and warranty concerning the quality of the object” within the meaning of Section 443 of the German Civil Code (BGB). The parties consequently expressly waive the application of Sections 442 and 444 of the German Civil Code (BGB) following the Closing; Parent further expressly waives any rights pursuant to Sections 437 through 441 of the German Civil Code (BGB) following the Closing. Section 377 of the German Commercial Code (HGB) shall not apply following the Closing. Should it turn out that the aforementioned provisions concerning the limitation of the Holders’ liability are completely or partially ineffective, Parent waives any right to bring claims following the Closing against the Holders, going beyond the limitations on liability in this Section 5 and the other limitations on liability contained in this Agreement, which the parties hereto intended to stipulate in the aforementioned provisions. The Holders hereby accept such waivers. 5.6 Following the Closing, Parent shall only be entitled to bring claims against a Holder hereunder if and to the extent that an individual claim exceeds the amount of EUR 25,000.00 (in words: twenty-five thousand euros) and, in addition, all claims in total exceed the amount of EUR 1,000,000.00 (in words: one million euros); thereafter, the claims are payable in full (exemption amount; Freigrenze). The total amount of claims by Parent against a Holder hereunder following the Closing shall not exceed fifty percent of the pre money valuation of the respective shares of the Company with regard to each contributing Holder hereunder. 5.7 The limitations of liability pursuant to Section 5.6 shall not apply to willful or fraudulent acts of the Holders. In this case, the claims of Parent under this Agreement following the Closing shall be limited to the consideration received by the Holders hereunder. 5.8 The Holders’ liability pursuant to this Agreement following the Closing shall be excluded if and to the extent that one of the following situations exists: (a) The fact or Damages themselves forming the basis of the inaccuracy and/or incompleteness of the representations and warranties has been disclosed to Parent in this Agreement and/or its schedules and exhibits. Pieris/Marika Acquisition Agreement (b) The Damages have been completely or partially taken into account in one, several or all of the Company’s financial statements as a result of liability reserves or accruals. (c) The Damages are offset in full or in part within Parent and/or the Company pursuant to the principles of benefit-sharing (Grundsätze des Vorteilsausgleichs). (d) The Damages stem from the fact that as far as is currently known an existing law or other existing legal provision is being amended, or a new law or another new legal provision is coming into force, or from the fact that an official order is being issued. (e) The Parent’s Claim has been satisfied through any insurance. (f) Contributory negligence pursuant to the legal principle contained in Section 254 of the German Civil Code (BGB) regarding the creation of the Parent’s Claim has to be attributed to Parent. 5.9 Should one or more of the representations or warranties made by Parent under this Agreement turn out to be incorrect and/or incomplete, the provisions of this Section 5 shall apply mutatis mutandis. 5.10 Any claim by Parent with respect to the title or ownership of, and/or lack of encumbrances on, the Existing Shares represented by the Holders under Section 3.1 3.1 (a) shall survive indefinitely. All other representation and warranty claims shall expire, in deviation from the statutory provisions, two (2) years after the Closing Date, if and to the extent any provision in this Agreement does not provide otherwise.

Legal Consequences. 5.1 The parties of this Agreement agree that the rights and remedies which the parties may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. 5.2 If one or more any of the representations and warranties made by one of the Holders in this Agreement proves to be completely Seller's Representations under Section 4 is wholly or partially inaccurate or incomplete then Parent breached, the Purchaser may demand from the Seller that it shall be entitled to demand that placed in the respective Holder puts Parent or the Company into the same situation position in which it would have been had such representation or warranty the Representation not been accurate and complete or had such obligation been complied with breached (Naturalrestitution) within a period of two months following receipt of a written demand). If the respective Holder fails Seller is unable to establish achieve this position within forty-five (45) days after having been notified by the said situation within Purchaser of the breach in writing, the Purchaser may only claim for monetary damages (Schadensersatz in Geld), including consequential damages (Folgeschäden), indirect losses (mittelbare Schäden) and loss of profits (entgangener Gewinn) as far as such time period following such demanddamages and/or losses are reasonably foreseeable (vorhersehbar) at the Signing Date and covered by the defined scope of coverage of the specific Representation which has been breached. Damages shall, however, in any case not cover internal administration or if overhead costs and/or frustrated expenses (vergebliche Aufwendungen). If the establishment damages of such situation is not possible, or is unacceptable to Parent or the respective Holder, Parent shall be entitled to demand payment of its (or the Company’s) damages Purchaser are based on or arising out of such inaccuracy or failure (xxxxxxx Schadensersatz) (collectively, the “Damages”). 5.3 Parent shall, to fact that a third party asserts claims against the extent it has been positively aware of the situation, advise the Holders without undue delay (unverzüglich) Company that are in writing concerning the inaccuracy of a representation or warranty or the failure of Holders to comply with their obligations, the underlying facts and the expected amount of the Damages (hereinafter referred to as “Parent’s Claim”). Parent shall provide the Holders with the information forming the basis of the respective Parent’s Claim. Pieris/Marika Acquisition Agreement 5.4 The parties agree that the provisions contained in this Agreement conclusively settle the Holders’ liability to Parent following the Closing and the legal consequences of any breach of this Agreement, the Seller may fulfil its duty to remedy the breach also by indemnifying and holding harmless the Company against such third party claims and reasonable costs and expenses related to the defence of such third party claims. 5.2 In the event that in particular regarding connection with a breach of a Representation any claim or demand of a third party is asserted against the inaccuracy Purchaser or the Company (“Third Party Claim”), the following shall apply: (1) Claims against the Seller in connection with such a breach may only be asserted if the Purchaser has made available to the Seller a copy of the representations Third Party Claim or warranties made by demand and of all material (including time-sensitive) documents, including all court correspondence and all correspondence between the Purchaser and/or the Company and the third party related to the Third Party Claim. (2) In no event shall the Purchaser or the Company be entitled to acknowledge or settle a Third Party Claim or permit any such acknowledgment or settlement without the Seller’s prior written consent to the extent that such Third Party Claims may result in a liability of the Seller under this Agreement. (3) The failure by of the Holders Purchaser to perform their fully comply with its obligations under this Agreement Section 5.2 shall release the Seller from its respective obligations under Sections 4 and 5 unless and to the extent the Purchaser can prove that such failure did not have a negative impact on the Seller’s liability under this Agreement. 5.3 The Purchaser may claim damages against the Seller in the event of connection with a breach of a Representation pursuant to Section 4 only if such representations individual claim or warranties a series of claims exceeds the amount of EUR 10,000.00 (in words: Euro ten thousand) (hereinafter the “De-Minimis-Claim”) and obligations or other legalthe amount of all claims for damages to be taken into account exceeds the amount of EUR 75,000.00 (in words: Euro seventy five thousand) in the aggregate (hereinafter the “Basket”). If the claims for damages to be taken into account exceed the Basket, contractual or quasi-contractual obligations the Purchaser may claim the full amount of the Holdersclaims. 5.4 The Seller shall not be liable for, Parent and the Purchaser shall not be entitled to claim for, any other claims damages of the Purchaser under or in connection with this Agreement following a Representation pursuant to Section 4 if and to the Closing. Insofar as legally permissibleextent that (1) the matter to which the claim relates is specifically provided for or noted in the Financial Statements 10/2009, i.e. not or reserves (Rückstellungen) contained in cases the Financial Statements 10/2009 may be reversed, or the value of willful misconduct assets which had been depreciated has been reinstated in prior accounts (Vorsatz) Wertaufholung), or fraudulent intent (Arglist) on accounts receivable which had already been written off, in whole or in part, are fulfilled by the part of Holders, Parent hereby waives the right following respective debtors after the Closing to raise Date; or (2) any other contractual, quasi-contractual legal or other rights or claims – irrespective damages of the legal grounds thereof – and, in particular Purchaser are covered by existing insurance policies; or (3) any damages of the right to rescind, Purchaser are covered by enforceable claims to large damage compensation (großer Schadenersatz) and to assert claims to reverse transactions, rights of avoidance, claims for supplementary performance as well as claims for the positive violation of a contractual duty and frustration of contract. The Holders hereby accept such waiveragainst other third parties. 5.5 The parties further agree that With the representations and warranties do not under any circumstances constitute exception of claims based on a “representation and warranty concerning the quality of the object” within the meaning breach of Section 443 of 4.1, the German Civil Code (BGB). The parties consequently expressly waive the application of Sections 442 and 444 of the German Civil Code (BGB) following the Closing; Parent further expressly waives any rights pursuant to Sections 437 through 441 of the German Civil Code (BGB) following the Closing. Section 377 of the German Commercial Code (HGB) Seller shall not apply following the Closing. Should it turn out that the aforementioned provisions concerning the limitation of the Holders’ liability are completely or partially ineffective, Parent waives any right to bring claims following the Closing against the Holders, going beyond the limitations on liability in this Section 5 and the other limitations on liability contained in this Agreement, which the parties hereto intended to stipulate in the aforementioned provisions. The Holders hereby accept such waivers. 5.6 Following the Closing, Parent shall only be entitled to bring claims against a Holder hereunder liable if and to the extent that an individual the Purchaser raises any claim exceeds under Sections 4 through 5 if the amount underlying facts or circumstances to which the claim relates were known by the Purchaser. For the purpose of EUR 25,000.00 (in words: twenty-five thousand euros) and, in addition, all claims in total exceed the amount of EUR 1,000,000.00 (in words: one million euros); thereafterthis Section 5.5, the claims are payable in full (exemption amount; Freigrenze). The total amount of claims by Parent against a Holder hereunder following the Closing shall not exceed fifty percent of the pre money valuation of the respective shares of the Company with regard to each contributing Holder hereunder. 5.7 The limitations of liability pursuant to Section 5.6 shall not apply to willful or fraudulent acts of the Holders. In this case, the claims of Parent under this Agreement following the Closing Purchaser’s knowledge shall be limited to those underlying facts or circumstances reasonably apparent from the consideration received information provided to the Purchaser prior to entering into this Agreement on the basis of a thorough review of the status of the Company and the Business from a commercial, financial and legal perspective, including, but not limited to, a review of the documents identified in Annex 5.5(a) and disclosed in the data room (hereinafter referred to as the “Disclosed Documents”). For the purposes of this Section 5.5 the facts and circumstances that were explicitly disclosed in the Disclosed Documents, the information memorandum sent to the Purchaser’s advisors on 23 July 2009, the management presentation presented by the Holders hereunderCompany’s management on 8 September 2009, and during subsequent meetings or in this Agreement or its Annexes are deemed to be known by the Purchaser. The knowledge of the persons listed in Annex 5.5(b) shall be imputed to the Purchaser. 5.6 The Seller's aggregate liability for any claims under this Agreement (including, for the avoidance of doubt, claims for restitution in kind but except for any claims for performance (Erfüllungsansprüche)) is limited to 75% of the Net Purchase Price pursuant to Section 3.1, other than in the case of claims for breach of Section 4.1 and/or Section 6 and/or indemnity claims pursuant to Section 9 and/or claims for breach of Section 12, for which the Seller’s aggregate liability shall be limited to 100% of the Net Purchase Price pursuant to Section 3.1. 5.7 Any further claims on the part of the Purchaser against the Seller under this Agreement going beyond the Seller's obligations and Representations contained herein are - whatever the legal reason - expressly excluded, unless mandatory liability law applies for intent (Vorsatz) or fraud (Arglist). Claims on the part of the Purchaser for rescission following avoidance on the grounds of error (Anfechtung wegen Irrtums) from this Agreement are, notwithstanding anything herein to the contrary, expressly excluded. Except for the rescission right provided for in Section 3.3, otherwise notwithstanding anything herein to the contrary, any claims for withdrawal (Rücktritt) are expressly excluded. Claims for reduction of the Net Purchase Price (Minderung) due to statutory warranty claims (gesetzliche Gewährleistungsrechte) shall also be excluded. 5.8 The Holders’ liability pursuant to this Agreement following the Closing limitation periods (Verjährungsfristen) shall be excluded if and to the extent that one of the following situations existsas follows: (a1) The fact or Damages themselves forming the basis All claims of the inaccuracy and/or incompleteness Purchaser based on a breach of a Representation contained in Section 4.1 shall become time-barred (verjähren) upon the representations and warranties has been disclosed to Parent in this Agreement and/or its schedules and exhibits. Pieris/Marika Acquisition Agreement expiration of a period of seven (b7) The Damages have been completely or partially taken into account in one, several or all of years after the Company’s financial statements as a result of liability reserves or accrualsClosing Date. (c2) The Damages are offset All remaining claims of the Purchaser based on the breach of a Representation against the Seller in full or in part within Parent and/or connection with this Agreement shall become time-barred upon the Company pursuant to expiration of a period of eighteen (18) months after the principles of benefit-sharing (Grundsätze des Vorteilsausgleichs)Closing Date. 5.9 The limitation periods set forth in Section 5.8 shall be suspended (dgehemmt) The Damages stem as soon as the Purchaser has notified the Seller in writing and with a short description of the reasons underlying the claim within the limitation period that it intends to bring a claim against the Seller. Such suspension shall expire six months from receipt of such notification by the fact that as far as is currently known an existing law Seller unless the Purchaser commences legal proceedings against the Seller within such period or takes any other existing legal provision is being amendedactions in accordance with Sections 203, or a new law or another new legal provision is coming into force, or from the fact that an official order is being issued204 BGB within such period. (e) The Parent’s Claim has been satisfied through any insurance. (f) Contributory negligence pursuant to the legal principle contained in 5.10 Section 254 of the German Civil Code (BGB) regarding shall remain unaffected, i. e. the creation Purchaser is in particular obliged to prevent the occurrence of any damages and to limit the scope of any damages incurred. 5.11 Payments of the Parent’s Claim has Seller to the Purchaser pursuant to this Agreement shall be considered to be attributed to Parent. 5.9 Should one or more a reduction of the representations or warranties made by Parent under Net Purchase Price. To the extent the Seller makes any payment directly to the Company, in the relationship between the Purchaser and the Company, this Agreement turn out shall be considered to be incorrect and/or incomplete, a capital contribution on behalf of the provisions of this Section 5 shall apply mutatis mutandisPurchaser. 5.10 Any claim by Parent with respect to the title or ownership of, and/or lack of encumbrances on, the Existing Shares represented by the Holders under Section 3.1 (a) shall survive indefinitely. All other representation and warranty claims shall expire, in deviation from the statutory provisions, two (2) years after the Closing Date, if and to the extent any provision in this Agreement does not provide otherwise.

Legal Consequences. 5.1 The parties of this Agreement agree that the rights and remedies SECTION 7.1 If any claim or demand for which the parties may have with respect to the breach of a representationSeller would be liable hereunder is asserted, warranty, covenant or agreement or with respect to an indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein. 5.2 If one or more of the representations and warranties made Purchaser shall promptly notify Seller by one of the Holders in this Agreement proves to be completely or partially inaccurate or incomplete then Parent shall be entitled to demand that the respective Holder puts Parent or the Company into the same situation it would have been had such representation or warranty been accurate and complete or had such obligation been complied with (Naturalrestitution) within a period of two months following receipt of a written demand. If the respective Holder fails to establish the said situation within such time period following such demand, or if the establishment registered mail of such situation is not possible, claim or is unacceptable to Parent or the respective Holder, Parent shall be entitled to demand payment of its (or the Company’s) damages based on or arising out of such inaccuracy or failure (xxxxxxx Schadensersatz) (collectively, the “Damages”). 5.3 Parent shall, to the extent it has been positively aware of the situation, advise the Holders without undue delay (unverzüglich) in writing concerning the inaccuracy of a representation or warranty or the failure of Holders to comply with their obligations, the underlying facts and the expected amount of the Damages (hereinafter referred to as “Parent’s Claim”). Parent shall provide the Holders with the information forming the basis of the respective Parent’s Claim. Pieris/Marika Acquisition Agreement 5.4 The parties agree that the provisions contained in this Agreement conclusively settle the Holders’ liability to Parent following the Closing and the legal consequences of any breach of this Agreement, in particular regarding the inaccuracy of the representations or warranties made by and the failure by the Holders to perform their obligations under this Agreement and that in the event of a breach of such representations or warranties and obligations or other legal, contractual or quasi-contractual obligations of the Holders, Parent shall not be entitled to any other claims under or in connection with this Agreement following the Closing. Insofar as legally permissible, i.e. not in cases of willful misconduct (Vorsatz) or fraudulent intent (Arglist) on the part of Holders, Parent hereby waives the right following the Closing to raise any other contractual, quasi-contractual legal or other rights or claims – irrespective of the legal grounds thereof – and, in particular the right to rescind, claims to large damage compensation (großer Schadenersatz) and to assert claims to reverse transactions, rights of avoidance, claims for supplementary performance as well as claims for the positive violation of a contractual duty and frustration of contract. The Holders hereby accept such waiver. 5.5 The parties further agree that the representations and warranties do not under any circumstances constitute a “representation and warranty concerning the quality of the object” within the meaning of Section 443 of the German Civil Code (BGB). The parties consequently expressly waive the application of Sections 442 and 444 of the German Civil Code (BGB) following the Closing; Parent further expressly waives any rights pursuant to Sections 437 through 441 of the German Civil Code (BGB) following the Closingestimated amount thereof. Section 377 of the German Austrian Commercial Code (HGB) shall not apply following the Closing. Should it turn out that the aforementioned provisions concerning the limitation (sofortige Untersuchungspflicht). SECTION 7.2 If one or more of the Holders’ liability are completely or partially ineffective, Parent waives any right to bring claims following the Closing against the Holders, going beyond the limitations on liability in this Section 5 and the other limitations on liability contained in this Agreement, which the parties hereto intended to stipulate in the aforementioned provisions. The Holders hereby accept such waivers. 5.6 Following the Closing, Parent shall only be entitled to bring claims against a Holder hereunder if and to the extent that an individual claim exceeds the amount of EUR 25,000.00 (in words: twenty-five thousand euros) and, in addition, all claims in total exceed the amount of EUR 1,000,000.00 (in words: one million euros); thereafter, the claims are payable in full (exemption amount; Freigrenze). The total amount of claims warranties given by Parent against a Holder hereunder following the Closing shall not exceed fifty percent of the pre money valuation of the respective shares of the Company with regard to each contributing Holder hereunder. 5.7 The limitations of liability pursuant to Section 5.6 shall not apply to willful or fraudulent acts of the Holders. In this case, the claims of Parent under this Agreement following the Closing shall be limited to the consideration received by the Holders hereunder. 5.8 The Holders’ liability Seller pursuant to this Agreement is breached, Purchaser shall allow Seller to cure the breach and bring about the condition that would exist if the warranty concerned had not been breached, within an appropriate period of time, not later however than within 30 (thirty) days following the Closing shall be excluded if and to the extent that one receipt of the following situations exists:request or within any longer period the Parties may mutually agree upon ("CURE PERIOD"). Should (ai) The fact Seller fail to cure the breach within the Cure Period or Damages themselves forming should (ii) the basis cure not being feasible, Seller shall indemnify Purchaser and/or the Company in respect of the inaccuracy breach of the warranty by paying monetary damages by means of which Purchaser and/or incompleteness the Company are put in the position in which they would have been had the warranty concerned not been breached ("INDEMNIFICATION"). However, Seller shall not be liable for consequential damages and compensation for loss of business and lost profits unless in the event of malicious intent and gross negligence and the maximum amount of damages to be paid and Indemnification shall, in its aggregate, not exceed the Purchase Price. This cap and any other limitation of liability shall not apply for the Libischer claims and/or for any other claims arising out of breach of the representations and warranties has been disclosed to Parent in this Agreement and/or its schedules and exhibits. Pieris/Marika Acquisition Agreement (b) The Damages have been completely or partially taken into account in one, several or all of the Company’s financial statements as a result of liability reserves or accruals. (c) The Damages are offset in full or in part within Parent and/or the Company pursuant to the principles of benefit-sharing (Grundsätze des Vorteilsausgleichs). (d) The Damages stem from the fact that as far as is currently known an existing law or other existing legal provision is being amended, or a new law or another new legal provision is coming into force, or from the fact that an official order is being issued. (e) The Parent’s Claim has been satisfied through any insurance. (f) Contributory negligence pursuant to the legal principle contained in Section 254 of the German Civil Code (BGB) regarding the creation of the Parent’s Claim has to be attributed to Parent. 5.9 Should one or more of the representations or warranties made given by Parent under this Agreement turn out to be incorrect and/or incomplete, the provisions of this Section 5 shall apply mutatis mutandis. 5.10 Any claim by Parent with respect to the title or ownership of, and/or lack of encumbrances on, the Existing Shares represented by the Holders Seller under Section 3.1 6.1.2. letters (a) and (b). Purchaser may not receive Indemnification more than once for one and the same loss caused by the same facts, matters and/or circumstances. SECTION 7.3 Any amount to be paid by Seller as Indemnification and any other amount to be paid by Seller under Article 7 of this Agreement shall survive indefinitely. All other representation and warranty claims shall expire, in deviation be first deducted from the statutory provisions, two Second Installment. If the Second Installment has been already paid by Purchaser to Seller (2or if the amount to be paid as Indemnification is higher than the Second Installment) years after the Closing Date, if and to concerned amount (or the extent any provision in this Agreement does not provide otherwisepart exceeding the Second Installment) shall be paid directly by Seller on demand by Purchaser.