Audiovox 2012 Annual Report Download - page 106

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may be) request to the respective company or, at the Purchaser's or the Guarantor's (as the case may be) choice, to
the Purchaser or the Guarantor (as the case may be), his/its Seller Quota of the amount required to compensate for
damages which directly result from such incorrect representation. However, any liability of the Sellers for indirect,
incidental or consequential damages (indirekte oder Folgeschäden) as well as for lost profits (entgangener Gewinn) or
for lost business opportunities (entgangene Geschäftschancen) is hereby expressly excluded unless protection
against such indirect, incidental or consequential damages, lost profits or lost business opportunities constitutes the
actual intent and purpose (Sinn und Zweck) of any of the respective warranty or representation.
11.2 Any liability of the Sellers shall also be excluded
a. if claims of the Purchaser or the Guarantor (as the case may be) or the facts on which such claims are based
have been or could have been known after having applied reasonable diligence or have been disclosed to the
Purchaser or the Guarantor (as the case may be) (including its officers, employees, representatives, agents or
advisors) prior to the Signing Date including within the information listed in Annex 10.1; or
b. if the matter to which the claim relates has been provided for in the Final Effective Date Accounts; or
c. to the extent the amount of the claim can be recovered under an existing insurance policy; or
d. to the extent economic disadvantages lead to economic advantages in the future; or
e. if any individual claim does not exceed EUR 60,000.00 (in words: Euro sixty thousand Euro) and to the extent the
aggregate amount of all claims does not exceed EUR 500,000.00 (in words: Euro five hundred thousand Euro), in
which case the total sum (including the threshold amounts of EUR 60,000.00 (in words: Euro sixty thousand
Euro) or EUR 500,000.00 (in words: Euro five hundred thousand Euro), as the case may be) can be recovered
(Freigrenzen); or
f. to the extent any claims recoverable (whether individually or in the aggregate) amount to more than
EUR 8,000,000.00 (in words: eight million Euro).
11.3 The limitations pursuant to Section 11.2 shall not apply to
a. claims in respect of guarantees made by each Seller in Sections 1 through 6 of Annex 10.2 with regard to its
respective Transaction Shares and its respective Shareholder Loans;
b. claims under Section 12 (Taxes) and/or
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