Purchaser Guarantees Clause Samples

Purchaser Guarantees. 80 10.1 General ............................................................................................................................ 80 10.2 Guaranty of Earn-Out Payments by Parent ..................................................................... 80 10.3

Purchaser Guarantees. 2.2.1. The Purchaser guarantees that the minimum consideration to be received by Provider for the purchase of Official Documents by Applicants and by the Purchaser during the Concession Period (as may be extended pursuant hereto) (the “Purchaser’s Guaranteed Payments”) shall be the proceeds of the issuance of the Minimum Number of Driver Licenses, as stated in Section 1.1 above. 2.2.1.1. The payments pursuant to this Section 2 shall be made to such bank account designated by Provider and the Purchaser for the said purpose only.

Purchaser Guarantees. The Purchaser hereby guarantees to the Seller by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 Para. 1 BGB (the Purchaser Guarantees) that the statements set forth in this Clause 5 are correct as of the date of this Agreement and as of Transfer Date, it being understood that such statements shall not constitute quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Section 443 ▇▇▇▇. ▇, ▇▇▇ ▇▇▇: 5.1 The Purchaser has been duly incorporated and is validly existing as corporation under the laws of Nevada. 5.2 The Purchaser has the power to issue, sell and transfer the Compensation Shares. Upon delivery of the Compensation Shares, the Purchaser will transfer good and valid title to the Compensation Shares free and clear of any pledge, lien, security interest, claim or other encumbrances or third-party rights. Upon registration of the Compensation Shares (or exemption of the registration requirement) and subject to Rule 144 of the Securities Act, the Compensation Shares are freely tradeable by the Seller. 5.3 The execution and performance by the Purchaser of this Agreement and the consummation of the Transactions contemplated thereby are within the corporate powers of the Purchaser and have been duly authorized by all necessary corporate action on part of the Purchaser. 5.4 If and to the extent any of the Purchaser Guarantees set forth in the preceding sub-paragraphs of this Clause 5 is incorrect, the Purchaser shall indemnify and hold the Seller harmless pursuant to Clause 4 accordingly.

Purchaser Guarantees. 11.1 Form and scope of Purchaser Guarantees The Purchaser hereby guarantees to the Seller, by way of independent promises of guarantee (selbständige Garantieversprechen) within the meaning of section 311 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) and subject to the requirements and limitations provided in in this Agreement, that the statements made in Clause 11.2 to Clause 11.4 (collectively referred to as Purchaser Guarantees or individually a Purchaser Guarantee) are correct as of the Signing Date and on the Closing Date, unless another relevant point in time has been stipulated therein.

Purchaser Guarantees. 14.1 The Purchaser hereby guarantees, subject to any limitations contained in this Agreement, to the Seller by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 (1) BGB that the statements set forth in clauses (a) through (f) are true and correct as of the Signing Date and – as regards the statements set forth in clauses (a) through (d) – as of the Closing Date (collectively the Purchaser Guarantees): (a) the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; (b) the Purchaser has obtained all corporate authorizations and (other than to the extent relevant to the Anti-Trust Condition) all other governmental, statutory, regulatory or third-party contractually required consents, required for it to enter into and perform its obligations under this Agreement; (c) entry into and performance by the Purchaser of this Agreement and/or any Transaction Document to which it is a party will not: (i) breach any provision of its Constitutional Documents; or (ii) (subject, where applicable, to fulfillment of the Anti-Trust Condition) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority;

Purchaser Guarantees. With the signing of this agreement, Purchaser attests that it has the full power and legal authority to enter into this agreement and guarantees that funds for its purchase are available or in the process of collection.

Purchaser Guarantees. The Purchaser hereby guarantees, by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to Section 311 (1) BGB, as follows: 11.1.1 The Purchaser is duly incorporated and validly existing under the laws of Germany. 11.1.2 The Purchaser has all requisite corporate power and authority and has been duly authorized by all necessary corporate actions to enter into and perform this Agreement and the legal transactions (Rechtsgeschäfte) contemplated herein. 11.1.3 Subject to the Clearance being obtained, the execution and performance by the Purchaser of this Agreement and the consummation of the legal transactions contemplated herein do not violate the Purchaser’s articles of association, by-laws or internal rules of management and do not violate any applicable statutory provision, judgment, injunction or other rule binding upon the Purchaser, and there are no legal, investigation or other proceedings pending against, or to the Purchaser’s knowledge threatened against, the Purchaser before any court, arbitration tribunal or Governmental Authority which in any manner challenges or seeks to prevent, alter or delay the legal transaction contemplated in this Agreement.

Purchaser Guarantees