Common use of Sellers’ Right to Cure and Sellers’ Liability Clause in Contracts

Sellers’ Right to Cure and Sellers’ Liability. If and to the extent a misrepresentation or breach of a warranty under this Agreement notified by the Buyer to the Sellers pursuant to Section 10.2 is not cured within 45 Business Days following receipt of the respective Notice of Breach, the Sellers shall be liable in proportion to their respective direct or indirect shareholdings in the Company, and not jointly (nicht solidarisch), to the Buyer or, at the Buyer’s discretion, the Company, irrespective of any fault of the Sellers (verschuldensunabhängig), for any direct damage, cost and expense (together the “Damage”) suffered and/or incurred by the Buyer and the Group Companies as a result of or connected with a misrepresentation and/or breach of warranty by any Seller.

Sellers’ Right to Cure and Sellers’ Liability. If and to the extent a misrepresentation or breach of a warranty under this Agreement notified by the Buyer to the Sellers pursuant to Section 10.2 11.2 is not cured within 45 Business Days following receipt of the respective Notice of Breach, the Sellers shall be liable in proportion to their respective direct or indirect shareholdings in the CompanyCompany as set forth in Annex D, and not jointly (nicht solidarisch), to the Buyer or, at the Buyer’s discretion, the Company, irrespective of any fault of the Sellers (verschuldensunabhängig), for any direct damage, cost and expense expense, excluding any consequential, punitive, special and incidental damages (together the “Damage”) suffered and/or incurred by the Buyer and the Group Companies as a result of or connected with a misrepresentation and/or breach of warranty by any Seller.