Common use of Liability Caps Clause in Contracts

Liability Caps. (1) With respect to all claims of the Purchaser or the Shareholder Loans Purchaser under this section 7 the aggregate liability of the Sellers shall be limited to EUR 2,000,000.00 (in words: Euro two million) except for claims under this section 7 against Seller 1 in connection with sections 6.2.5 (1) (title to Assets), 6.2.6 (Intellectual Property Rights), and 6.2.11 (Tax) (hereinafter collectively referred to as “Important Claims”) for which the aggregate liability of Seller 1 shall be limited to EUR 5,000,000.00 (in words: Euro five million). Important Claims only count towards the cap of EUR 2,000,000.00 (in words: Euro two million) as far as they exceed in the aggregate EUR 3,000,000.00 (in words: Euro three million). The aggregate liability of Seller 1 under this section 7 shall, subject to section 7.2.2 (2) and (4) below, in no event exceed EUR 5,000,000.00 (in words: Euro five million). (2) Section 7.2.2 (1) shall not apply and, save as provided under section 7.2.2 (3) below, no liability cap shall apply, for claims of the Purchaser or the Shareholder Loans Purchaser under this section 7 in connection with sections 6.2.1 (corporate) and 6.2.3 (title to Shareholder Loans). (3) The aggregate liability of all Sellers under this section 7 shall be limited to an amount equal to the Preliminary Purchase Price and the aggregate liability of each individual Seller under this section 7 shall be limited to the following amounts: for Seller 1 to EUR 22,167,247.48 (in words: Euro twenty two million one hundred sixty seven thousand two hundred forty seven and forty eight Eurocent) and for Seller 2, together with its aggregate liability under sections 8.6, 9.3.2 and 10.2, to EUR 594,324.75 (in words: Euro five hundred ninety four thousand three hundred twenty four and seventy five Eurocent). (4) Section 7.2.2 (1) through (3) shall not apply in the event of wrongful deceit (arglistige Täuschung) or other intentional breaches of contract (vorsätzliche Vertragsverletzung).