REPRESENTATIONS AND WARRANTIES OF SONOCO PRODUCTS. 23 6.1 Organization; Power and Authority; Good Standing..............................................24 6.2 Authorization, Execution, Enforceability and No Conflicts.....................................24 6.3 Ownership of Sonoco Holding Companies and Sonoco Operating Companies..........................25 6.4 Bankruptcy....................................................................................26 6.5 Distributions.................................................................................26 6.6
REPRESENTATIONS AND WARRANTIES OF SONOCO PRODUCTS. No representation and warranty contained in this Section 6 shall be construed as a seller's guarantee (Garantie fur die Beschaffenheit der Sache) within the meaning of Sections 443 and 444 of the German Civil Code. Notwithstanding anything to the contrary contained in this Contribution Agreement, or the Schedules hereto, the information and disclosures contained in each Schedule to a particular representation, warranty, guaranty or covenant shall not be deemed to be disclosed and incorporated by reference in any other section of any other Schedule and shall not be deemed to qualify or limit any other representation, warranty, guarantee or covenant of Sonoco Products contained in this Contribution Agreement unless such information or disclosure is clearly incorporated by reference into such other section of such other Schedule or the applicability of such information to such other Schedule is reasonably obvious. Each schedule referenced in this Section 6 may be amended by Sonoco Products within two weeks from the date hereof by notice to Xxxxxxxx Corp, subject to approval of such amendment by Xxxxxxxx Corp, such approval not to be unreasonably withheld or delayed. For the avoidance of doubt, all representations and warranties (i) in respect of Sonoco Newco UK, Sonoco Newco Swiss, Sonoco Newco Germany and Sonoco Greece (in respect of the Sonoco Business Transferred from the Sonoco Greece Predecessor as part of the Sonoco Reorganization only) shall be deemed delivered by Sonoco Products as of the Closing Date only and, to the extent any such representation or warranty is made as of a particular date other than the Closing Date, such representation and warranty shall be deemed not made by Sonoco Products in respect of Sonoco Newco UK and Sonoco Newco Swiss and (ii) in respect of the Sonoco Predecessor Companies shall be deemed delivered by Sonoco Products as of the date hereof only. Subject to the foregoing, Sonoco Products hereby represents and warrants to Xxxxxxxx Corp by way of an independent guarantee (within the meaning of section 311, paragraph 1, of the German Civil Code) and, for the avoidance of doubt, subject to the limitations contained herein, including, in particular in Section 10, that the statements made in this Section 6 are true and correct.
