Sellers’ Guarantees Sample Clauses
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Sellers’ Guarantees a. The Parties have intensively discussed and negotiated if and to what extent the Seller shall be liable for defects relating to the Sold Shares, the Shareholder Loan Receivable, the Group and the Business and have decided to depart from the statutory warranties regarding a sale (gesetzliche Kaufgewährleistung). Instead, they have agreed to replace the statutory system and provide for an independent catalogue of specific rights of the Purchaser individually agreed between the Parties as set forth in Sections 11, 12, 13, 14 and 15. Subject to the limitations of liabilities and the explicit restrictions and exclusions of certain legal rights agreed in this Agreement, the Seller represents and warrants to the Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB that the statements set out in Sections 11.2 to 11.5 and in 11.6 and Exhibit 11.6 (each a “Seller’s Guarantee” and together the “Seller’s Guarantees” and the Seller’s Guarantees pursuant to Sections 11.2 through 11.5 the “Fundamental Guarantees”) are true and correct as at the Signing Date and the Fundamental Guarantees also as of the Closing Date, unless a different date is set out in the relevant Seller’s Guarantee, whereby it is understood and agreed by the Parties that:
(i) the Seller’s Guarantees and the Tax Warranties shall be the sole and exclusive guarantees (i.e. there shall be no other guarantees, confirmations or assurances) by the Seller under or in connection with this Agreement;
(ii) the Seller’s Guarantees and the Tax Warranties are given on the grounds (Geschäftsgrundlage) that for the purpose of giving the Seller’s Guarantees and the Tax Warranties (i) the Seller may not have first-hand knowledge with respect to the subject matters of the Seller’s Guarantees set forth in Exhibit 11.6 or the Tax Warranties and, except as explicitly and specifically set out in Section 11.7, neither the Seller nor any of its managers (gérant), employees or advisors have independently examined or verified the underlying facts, matters, circumstances or statements made in such Seller’s Guarantees set forth in Exhibit 11.6 or the Tax Warranties or the Exhibits or the Schedules as prepared by the Company or any other Group Company and their management, but had rather to rely on documentation and information made available by the management and employees of the Group Companies as well as the reasonable assurances given by the man...
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. (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. 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. 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. Sellers guarantee, or each Seller individually, as the case may be, guarantees, to Purchaser in the form of guarantees pursuant to Sec. 311 (1) of the German Civil Code (“BGB”), i.e. as guarantees “sui generis”, that the following statements are true and accurate as of the Signing Date. The Parties agree that the following guarantees do not constitute Beschaffenheitsgarantien within the meaning of Sections 443, 444 of the German Civil Code (BGB). Other than expressed in the guarantees hereinafter, Sellers assume no further representations and warranties regarding the legal and economic affairs of the Companies that exceed the guarantees set forth in this Clause 7. To the extent any guarantee set forth herein is based on Sellers’ knowledge, the positive knowledge of Sellers and the knowledge on their part which Sellers would have had applying the standard of care of a prudent business man according to section 93 AktG (Sorgfalt eines ordentlichen and gewissenhaften Ges-chäftsleiters) is relevant.
Sellers’ Guarantees. 24 Section 7 Purchaser's Guarantees .......................................................... 37
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: