Sellers’ Guarantees Sample Clauses
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Sellers’ Guarantees. Each of the Sellers represents, warrants and guarantees as to himself and as to the Company that the following statements are true as of the date hereof :
4.1. Sellers each have the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreement by Sellers does not violate any law or any agreement or instrument by which either of the Sellers is bound. Upon execution and delivery by the Sellers, this Agreement will constitute a legally valid and binding obligation of the Sellers.
4.2. Except as provided in the Articles of Association [Gesellschaftsvertrag], neither of the Sellers has agreed to issue or sell any share interests in the Company to a third party and neither of the Sellers is a party to any written or oral agreement which grants to any third party any right of first refusal, option or other arrangement to acquire, at any time, share interests in the Company. In particular, any rights of first refusal or other acquisition rights as provided for in the Articles of Association of the Company have unconditionally, irrevocably and validly been waived by the respective favoured parties.
4.3. Unless otherwise disclosed in ANNEX 4.3, no litigation, proceeding or investigation which could have any material adverse effect on the ability of either of the Sellers to perform their obligations hereunder is known to either of the Sellers.
4.4. Seller I owns the A-Shares and Seller II owns the B-Shares in the Company free and clear of all restrictions, encumbrances and rights of others and Seller I has full and unrestricted power to sell and transfer the A-Shares and Seller II to sell and transfer the B-Shares to Purchaser. The shares were not derived from a tax-free contribution of business or partnership interests during the last seven years. Purchaser at the Closing Date shall own the A-Shares and the B-Shares free and clear of all restrictions, encumbrances and rights of others, including those of the Sellers.
4.5. The registered share capital of the Company amounts to Euro50.000,-- and is fully paid in, and has not been repaid or in any other way reduced.
4.6. The Company is a limited liability company duly organised and validly existing under the laws of the Federal Republic of Germany. The Company has all requisite corporate powers to own, lease and operate its property and, except as otherwise stated in this Agreement, to carry...
Sellers’ Guarantees. (a) The Seller hereby guarantees to the Purchaser by way of an independent promise of guarantee pursuant to Clause 311 para. 1 BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1
Sellers’ Guarantees. Sellers hereby guarantee to Purchaser in the form of an independent guarantee pursuant to section 311 (1) BGB (selbständiges Garantieversprechen), subject to the limitations contained in this Agreement, in particular, but not limited to, the limitations set out in Section 7, that the following statements (the “Sellers’ Guarantees” and each individually a “Sellers’ Guarantee”) are true and correct and not misleading as of the date hereof and will be true and correct and not misleading as of the Closing Date, provided, however, that (i) a Sellers’ Guarantee which is expressly made as of a specific date shall be true and correct only as of such date, (ii) the Sellers’ Guarantees contained in Section 5.1(a) below are only made by Seller 1, the Sellers’ Guarantees contained in Section 5.1(b) below are only made by Seller 2 and the Sellers’ Guarantees contained in Section 5.1(c) below are only made by Seller 3, and (iii) Sellers make the Sellers’ Guarantees contained in Sections 5.2 through 5.11 as several debtors (als Teilschuldner) in proportion to their shareholding in the Company.
Sellers’ Guarantees. 9.1 Seller hereby guarantees, subject to any limitations contained in this Agreement, in particular the remedies set out in Section 10 below, the Time Limitations (as defined in Section 13.1 below), the exclusion of De Minimis Claims (as defined in Section 13.3 below), the Deductible (as defined in Section 13.3 below) and the Liability Cap (as defined in Section 13.4 below), by way of an independent guarantee pursuant to Section 311 (1) German Civil Code (BGB) that the statements set forth in Sections 9.1.1 through 9.1.10 are true and correct as of the Signing Date or as of any other date explicitly referred to below (herein collectively “Seller’s Guarantees”):
Sellers’ Guarantees. Sellers hereby guarantee, except as set forth in the disclosure letter attached hereto as Exhibit 6.1 and subject to any limitations contained in this Agreement, including the remedies set out in Section 8 and the limitations set out in Section 9, in particular the Time Limitations, the De Minimis Amount, the Basket and the Liability Cap (each as defined in Section 9) by way of an independent guarantee (selbststandige Garantie) pursuant to Section 311 (1) German Civil Code (Burgerliches Gesetzbuch) that the statements set forth hereinafter are correct as of the Signing Date and will be correct at the Closing Date, unless expressly specified otherwise herein; provided, however, that
(i) in respect of Section 6.
1.1 the guarantee shall be given by each Seller only with respect to itself;
(ii) in respect of Section 6.1.2, 2nd sentence the guarantee shall be given by each Seller only with respect to the share sold by such Seller;
(iii) in respect of Section 6.
Sellers’ Guarantees. Seller hereby guarantees to the Purchaser subject to the requirements and limitations contained in this Agreement, by way of an independent guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 para. 1 German Civil Code (BGB) that the statements set forth hereinafter are true and correct as at the Closing Date, unless and to the extent otherwise specified below (collectively Seller’s Guarantees).
Sellers’ Guarantees. Each Seller as an individual obligor (Teilschuldner) in accordance with Clause 16.2 hereby represents and warrants to the Purchaser limited to each Seller’s Pro Rata Share in the form of an independent guarantee in accordance with Section 311 BGB (selbstständiges Garantieversprechen) that the statements set forth in Clauses 7.2 through 7.19 (the Sellers’ Guarantees) are true and complete as of the Signing Date, unless any other date is explicitly provided for in this Agreement or the respective disclosure schedule; provided, however, that:
Sellers’ Guarantees. The Sellers jointly and severally except where stated otherwise guarantee by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to § 311 German Civil Code (BGB) and exclusively with the remedies pursuant to Clause 11, that the statements set forth in this Clause 10 (the “Sellers’ Guarantees”) are true and correct and not misleading as of the date of this Agreement and are confirmed to be true and correct and not misleading on the Closing Date. Sellers acknowledge that the Purchaser is entering into this Agreement in reliance on the Sellers’ Guarantees and further that the Purchaser has entered into this Agreement with the intention that the Business of the Group Companies shall or may be continued as a going concern.
Sellers’ Guarantees. 9.1 Seller hereby guarantees, subject to the limitations contained in this Agreement, in particular the remedies set out in Section 11 below, the Time Limitations (as defined in Section 13.1 below), the exclusion of De Minimis Claims (as defined in Section 13.3 below), the Basket (as defined in Section 13.3 below) and the Liability Cap for Seller’s Guarantees (as defined in Section 13.4 below), by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 (1) German Civil Code that the statements set forth in Section 9.1 (herein collectively “Seller’s Guarantees”) are true and correct as of the Signing Date or as of any other date explicitly referred to below. Seller and Purchaser agree and explicitly confirm that the Seller’s Guarantees shall neither be qualified and construed as quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 German Civil Code nor as agreements regarding the quality of the object of the purchase (Beschaffenheitsvereinbarungen) within the meaning of Section 434 (1) sentence 1 German Civil Code.
Sellers’ Guarantees. The Seller hereby represents and warrants to the Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB the correctness and completeness of the statements in § 8.2 (“Seller’s Guarantees”) at the time of signing of this Agreement and at the time of the APA Closing. Content and scope of the Seller’s Guarantees are solely determined by this § 8.