Representations of Seller and Purchaser. The respective agreements, representations, warranties and other statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02.
Representations of Seller and Purchaser. (a) Seller represents and warrants that:
Representations of Seller and Purchaser. Each of the Parties represents to the other as follows:
Representations of Seller and Purchaser. Each of Seller and Purchaser hereby represents and warrants to the other Party, and to the other Party’s successors and assigns, as of the Effective Date, that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization, in good standing under such laws, and has full power and authority and has taken all action necessary to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by, this Agreement; (b) its making and performance of this Agreement does not and will not violate any law or regulation of the jurisdiction under which it exists, any other law applicable to it or any other agreement to which it is a party or by which it is bound; (c) it has duly and validly authorized, executed and delivered this Agreement, and this Agreement is legal, valid, binding and enforceable against it in accordance with its terms, subject to applicable laws governing bankruptcy, insolvency and creditors rights; (d) no consent, approval, filing or corporate, partnership or other action is required to be obtained or made by it as a condition to or in connection with execution, delivery and performance of this Agreement and the transactions contemplated herein; (e) it is an “accredited investor” as such term is defined in Regulation D under the U.S. Securities Act of 1933, as amended; (f) it acknowledges that (i) the other Party currently may have, and later may come into possession of, information relating to the Transferred Rights, the Debtors, or the Debtors’ affiliates or the status of the Cases that is not known to it and that may be material to a decision to buy or sell (as appropriate) the Transferred Rights (the “Excluded Information”), (ii) it has not requested that the Excluded Information be provided by the other Party and has agreed to proceed with the purchase or sale (as appropriate) of the Transferred Rights hereunder without receiving the Excluded Information, (iii) it is not relying on the other Party’s disclosure of information (other than information contained in any of the other Party’s representations and warranties), including Excluded Information, in making its decision to sell or purchase, as the case may be, and (iv) the other Party shall have no liability to it, and each Party waives and releases any claims that it might have against the other Party or the other Party’s officers, directors, employees, partners, members, shareholders, agents and contr...
Representations of Seller and Purchaser. 12 13. Taxes, Prorated Items and Closing Costs . . . . . . . . . . . . . . . . . . . . . . 15 14. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 15.
Representations of Seller and Purchaser. (a) Each party comprising Seller severally represents, warrants and covenants to Purchaser as to the respective property it owns as follows:
Representations of Seller and Purchaser. Seller represents and warrants in the form of an independent undertaking (selbständiges Garantieversprechen) within the meaning of Section 311 (1) of the German Civil Code (Bürgerliches Gesetzbuch - BGB) to Purchaser as of the date hereof and as of the Closing Date: * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - The Sale Share has been validly issued in compliance with applicable law. Seller holds full and unrestricted legal and benefical title (uneingeschränkte rechtliche und wirtschaftliche Inhaberschaft) to the Sale Share. - The Sale Share has been fully paid up; all contributions with respect to the Sale Share have been made in compliance with applicable law and no repayments of the stated capital have been made to Seller. - The Sale Share is not encumbered by any third party rights. - There are no silent partnerships or sub-participations with regard to the Sale Share.
Representations of Seller and Purchaser
