Common use of Sellers’ Guarantees Clause in Contracts

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 management and employees of the Group Companies in the inquiry as set out in Section 11.7(b) and the related disclosures, provided that all of the foregoing shall not in any way change any liability of the Seller which it explicitly has under the provisions of this Agreement, and (ii) nothing in this Agreement shall imply a duty of the Seller (including its managers (gérant), employees or advisors) to make specific or other enquiries or researches of whatever nature, in particular beyond the inquiry as set out in Section 11.7(b) and (iii) the lack of (x) such first-hand knowledge, (y) the ability to independently verify such Seller’s Guarantees and such Tax Warranties, and (z) such examinations or verifications of the Seller, or the need to rely on reasonable assurances made by the management and employees of the Group Companies shall as such in no event be regarded as acting in a fraudulent manner (keine Arglist aufgrund von Angaben “ins Blaue hinein” wegen unterbliebener Untersuchungen oder Überprüfungen des Verkäufers), and the Purchaser waives any rights and/or claims against the Seller based on such legal grounds - other than for other intent or wilful misconduct of the Seller - to the largest extent legally permissible.

Sellers’ Guarantees. a.
11.1 The Parties have intensively extensively discussed and negotiated if to which extent and to what extent in which way the Seller shall should be liable for defects relating to of the Sold SharesAssets and, in case of a LIP Business Sale, the Shareholder Loan ReceivableBusiness, and/or if it turns out that the Group and the Business and Seller’s Guarantees are untrue or incorrect. The Parties have decided to depart from the statutory warranties regarding system of liability and to provide instead for a sale (gesetzliche Kaufgewährleistung). Insteadseparate system of liability, they have agreed to replace the statutory system as determined in Annex 1.1(Q) 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 14. 11.2 The Seller guarantees in 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 form of an independent promise of guarantee according to section 311 para. 1 BGB (selbständiges Garantieversprechen) pursuant with regard to section 311 paragraph 1 BGB that the statements Assets and, in case of the LIP Business Sale, the Business to the Purchaser that, subject to the qualifications set out in Sections 11.2 to 11.5 11.3 and in 11.6 and Exhibit 11.6 (each a “11.4, the Seller’s Guarantee” Guarantees are true and together correct in all material aspects as at the “date hereof or as at such date as expressly referred to in Annex 1.1(Q), provided, however, that any provisions and limitations contained in this Agreement relating to the consequences of a Breach of the Seller’s Guarantees” , including the provisions and limitations set forth in Annex 11.2 form an integral part of the Seller’s Guarantees (Inhalt des Schuldverhältnisses / Bestandteil der Garantieerklärung), and the Seller’s Guarantees pursuant are only given subject to Sections 11.2 through 11.5 the “Fundamental Guarantees”) are true such provisions 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 limitations. 11.3 The Seller’s Guarantee, whereby it is understood and agreed Guarantees are qualified by the Parties that: any matters fairly disclosed by or under (i) this Agreement (including the Seller’s Guarantees Annexes and the Tax Warranties shall be the sole and exclusive guarantees (i.e. there shall be no other guaranteesSchedules), 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 management and employees of the Group Companies documents provided in the inquiry as set out in Section 11.7(b) and the related disclosures, provided that all of the foregoing shall not in any way change any liability of the Seller which it explicitly has under the provisions of this Agreement, and (ii) nothing in this Agreement shall imply a duty of the Seller (including its managers (gérant), employees or advisors) to make specific or other enquiries or researches of whatever nature, in particular beyond the inquiry as set out in Section 11.7(b) Data Room and (iii) the lack documents disclosed to the Purchaser and the answers of the Seller to information requests filed by the Purchaser according to the Logfile (xthe information referred to under (i) such firstthrough (iii) collectively, the “Information”). 11.4 The Purchaser acknowledges and agrees that the only ▇▇▇▇▇▇’s Guarantees given in relation to: 11.4.1 the Employees or any related claims, liabilities or other matters (the “Employee-hand knowledgeRelated Matters”) are those set out in Section 7 of Annex 1.1(Q) and no other Seller’s Guarantee is given in relation to the Employee-Related Matters; 11.4.2 the environment or any related claims, liabilities or other matters (ythe “Environment-Related Matters”) are those set out in Section 10 of Annex 1.1(Q) and no other Seller’s Guarantee is given in relation to the ability to independently verify such Environment-Related Matters and the Seller’s Guarantees and such Tax Warrantieson Environment-Related Matters shall exclusively govern all potential claims, and (z) such examinations liabilities or verifications of the Seller, or the need to rely on reasonable assurances made by the management and employees of the Group Companies shall as such in no event be regarded as acting in a fraudulent manner (keine Arglist aufgrund von Angaben “ins Blaue hinein” wegen unterbliebener Untersuchungen oder Überprüfungen des Verkäufers), and other matters the Purchaser waives any rights and/or claims may bring forward against the Seller based on such legal grounds - other than for other intent or wilful misconduct with regards to Environment-Related Matters, in particular Sections 3.2 through 3.8 shall not apply to Environment-Related Matters; 11.4.3 the operational activities of the Seller - Business, as currently or in the past conducted, including related permits, claims of authorities or other matters (the “Compliance-Related Matters”) are set out in Section 9 of Annex 1.1(Q) and no other Seller’s Guarantee is given in relation to the largest extent legally permissible.Compliance-Related Matters and the Seller’s Guarantees on Compliance-Related Matters shall exclusively govern all potential claims, liabilities or other matters the Purchaser may bring forward against the Seller with regards to Compliance-Related Matters, in particular Sections 3.2 through 3.8 shall not apply to Compliance-Related Matters; 11.4.4 Intellectual Property, or any related claims, liabilities or other matters (the “IP-Related Matters”) are set out in Section 4 and 12 of Annex 1.1(Q) and no other Seller’s Guarantee is given in relation to the IP-Related Matters;

Sellers’ Guarantees. a.
The Parties 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 intensively discussed the requisite power and negotiated if authority to execute, deliver and perform this Agreement and to what extent 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 be liable for defects relating to own the Sold Shares, the Shareholder Loan Receivable, the Group A-Shares and the Business B-Shares free and have decided to depart from the statutory warranties regarding a sale (gesetzliche Kaufgewährleistung). Insteadclear of all restrictions, they have agreed to replace the statutory system encumbrances and provide for an independent catalogue of specific rights of others, including those of the Purchaser individually agreed between Sellers. 4.5. The registered share capital of the Parties 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 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 otherwise stated in this Agreement, the Seller represents and warrants to the Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant carry on its business as now being conducted in all material respects in particular to section 311 paragraph 1 BGB that the statements set out in Sections 11.2 to 11.5 produce, distribute 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 any other way make use 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 management and employees of the Group Companies in the inquiry as set out in Section 11.7(b) and the related disclosures, provided that all of the foregoing shall not in any way change any liability of the Seller which it explicitly has under the provisions of this Agreement, and (ii) nothing in this Agreement shall imply a duty of the Seller (including its managers (gérant), employees or advisors) to make specific or other enquiries or researches of whatever nature, in particular beyond the inquiry as set out in Section 11.7(b) and (iii) the lack of (x) such first-hand knowledge, (y) the ability to independently verify such Seller’s Guarantees and such Tax Warranties, and (z) such examinations or verifications of the Seller, or the need to rely on reasonable assurances made by the management and employees of the Group Companies shall as such in no event be regarded as acting in a fraudulent manner (keine Arglist aufgrund von Angaben “ins Blaue hinein” wegen unterbliebener Untersuchungen oder Überprüfungen des Verkäufers), and the Purchaser waives any rights and/or claims against the Seller based on such legal grounds - other than for other intent or wilful misconduct of the Seller - to the largest extent legally permissible.Hermos

Sellers’ Guarantees. a.
The Parties have intensively discussed and negotiated if and to what extent the Seller shall be liable for defects relating Except as otherwise disclosed to the Sold Shares, Purchaser in the Shareholder Loan Receivable, the Group Exhibits referred to in this Section 7 in relation to individual guarantees and the Business and have decided subject 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 any limitations of liabilities and the explicit restrictions and exclusions of certain legal rights agreed contained in this Agreement, in particular, but not limited to, the remedies set out in Section 9, the Time Limitations set out in Section 11.2, the exclusion of claims below the De Minimis Threshold and the Basket pursuant to Section 11.5 and the Liability Cap under Section 11.6, Seller represents and warrants to the Purchaser hereby by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 paragraph 1 para. (1) BGB guarantees, that the statements set out in Sections 11.2 to 11.5 forth hereinafter are true and in 11.6 correct as at the date of this Agreement (“Signing Date”) and Exhibit 11.6 as at the Closing Date, unless any other date is explicitly stated herein (each a “Seller’s Guarantee” and together the “Seller’s Guarantees” ”). The Parties agree that Seller does not give or assume any guarantees other than those set forth in this Section 7 and that the Seller’s Guarantees pursuant neither constitute agreements as 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 quality of the Closing Dateobject of purchase within the meaning of Section 434 para. 1 BGB (Beschaffenheitsvereinbarung) nor a quality guarantee concerning the object of the purchase within the meaning of Sections 443, unless a different date is set out 444 BGB (Garantie für die Beschaffenheit der Sache). 7.1 Corporate 7.1.1 The Seller has full corporate power and authority and has taken all actions required by law, its articles of association or otherwise for such authorization to execute and deliver this Agreement and each other document delivered in connection herewith and to consummate the relevant Seller’s Guarantee, whereby it is understood transactions contemplated in this Agreement. 7.1.2 This Agreement and agreed by the Parties that: (i) the Seller’s Guarantees other documents executed and the Tax Warranties shall be the sole and exclusive guarantees (i.e. there shall be no other guarantees, confirmations or assurances) delivered by the Seller under or in connection with this Agreement have been duly authorized and constitute binding obligations of, and are enforceable against, the Seller in accordance with their respective terms. 7.1.3 All statements contained in Section 2 are true and accurate. 7.1.4 The Shares constitute the entire issued share capital of the Companies. Neither Seller nor any third party has any pre-emptive right (Vorkaufsrecht), right of first refusal (Vorerwerbsrecht), subscription right (Bezugsrecht), option right (Optionsrecht), conversion right (Wandlungsrecht) or similar right in respect of the Shares. 7.1.5 The Shares have been legally and validly issued and are fully paid up, and have not been issued in violation of any pre-emption or any other rights. All contributions have been made in compliance with applicable laws and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. 7.1.6 Seller holds full and unrestricted legal and beneficial title (uneingeschränkte rechtliche und wirtschaftliche Inhaberschaft) to the Shares. The Shares are free and clear of any third party rights such as mortgages, charges, pledges, liens, security assignments or other security interests securing any obligation of any person or any other agreement or arrangement having a similar effect, except for statutory liens or statutory security interests (“Encumbrances”). The Seller has the absolute right, power and capacity to sell and transfer the Shares to the Purchaser in accordance with the terms of this Agreement;, free and clear of any Encumbrances. No share certificates representing the Klassträffen Shares are issued by Seller or were issued at any time. 7.1.7 The Shares are not subject to any (i) trust arrangement (Treuhandverhältnis), silent partnership (stille Beteiligung), sub-participation (Unterbeteiligung) or similar arrangement; (ii) pending transfer or other disposition (Verfügung); (iii) sale, contribution or other contractual arrangement creating an obligation to transfer or encumber; or (iv) shareholders’ resolution providing for their redemption (Einziehung). 7.1.8 Each Company has been duly organized and is validly existing under the Seller’s Guarantees laws of its jurisdiction. Each Company has the unrestricted right, power, authority and the Tax Warranties are given capacity to own its assets and to conduct its business as conducted on the grounds (Geschäftsgrundlage) that for Signing Date. 7.1.9 No insolvency or similar proceedings under the purpose relevant jurisdiction have been, or have been threatened to be, opened over the assets 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 any Company or of the Seller’s Guarantees set forth in Exhibit 11.6 . Furthermore, no compulsory judicial enforcement proceedings or any similar measures have been applied for or instituted against all or some of the assets of the Seller or any Company. There are no circumstances which would justify the institution of such proceedings or any actions seeking to void or challenge this Agreement under insolvency law. None of the Seller or the Tax Warranties andCompanies has a negative net worth (ist überschuldet) or is unable to pay its debts as they fall due (zahlungsunfähig), except as explicitly and specifically set out in Section 11.7, neither nor is a negative net worth or illiquidity imminent. Neither the Seller nor any of the Companies has ceased or suspended its managers payments (gérantZahlungen eingestellt) nor entered into or offered any debt settlement agreements or similar arrangements with creditors. 7.2 Financial 7.2.1 The individual financial statements of each of the Companies for the fiscal year ending on 2014 and 2015 and the trial balance for the Companies for the fiscal years ending 2013, 2014 and 2015 which are attached as Exhibit 7.2.1 (“Financial Statements”) comply in all respects with US GAAP and applicable laws. The Financial Statements present a true and fair view of the net assets position (Vermögenslage), 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 financial condition (Finanzlage) and their management, but had rather to rely on documentation and information made available by the management and employees results of operation (Ertragslage) of the Group Companies for the respective record dates or fiscal year. 7.2.2 The Financial Statements were prepared using accounting practices, including capitalization rights (Aktivierungswahlrechte) and valuation principles (Bewertungsgrundsätze) consistent with past accounting practices of the Companies. 7.2.3 The amount of the (consolidated) Deferred Revenues of the Companies as well as the reasonable assurances given by the management and employees of the Group Companies at December 31, 2015 is not less than EUR 8,500,000.00 (in the inquiry as set out in Section 11.7(b) and the related disclosures, provided that all of the foregoing shall not in any way change any liability of the Seller which it explicitly has under the provisions of this Agreement, and (ii) nothing in this Agreement shall imply a duty of the Seller (including its managers (gérantwords: eight million five hundred thousand Euros), employees or advisors) to make specific or other enquiries or researches of whatever nature, in particular beyond the inquiry as set out in Section 11.7(b) and (iii) the lack of (x) such first-hand knowledge, (y) the ability to independently verify such Seller’s Guarantees and such Tax Warranties, and (z) such examinations or verifications of the Seller, or the need to rely on reasonable assurances made by the management and employees of the Group Companies shall as such in no event be regarded as acting in a fraudulent manner (keine Arglist aufgrund von Angaben “ins Blaue hinein” wegen unterbliebener Untersuchungen oder Überprüfungen des Verkäufers), and the Purchaser waives any rights and/or claims against the Seller based on such legal grounds - other than for other intent or wilful misconduct of the Seller - to the largest extent legally permissible.

Sellers’ Guarantees. a.
9.1 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 the Parties 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 119, 10, 11 and 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 9.2 to 11.5 and 9.4 in 11.6 and connection with Exhibit 11.6 9.4 (each a “Seller’s Guarantee” and together the “Seller’s Guarantees” ”, and the Seller’s Guarantees pursuant to Sections 11.2 through 11.5 9.2 and 9.3, 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: (ia) the Seller’s Guarantees and the Tax Warranties shall be the sole and exclusive guarantees (i.e. i.e., there shall be no other (implicit or explicit) guarantees, representations, confirmations or assurances) by the Seller under or in connection with this Agreement; (iib) the Seller’s Guarantees and the Tax Warranties are given on the grounds (Geschäftsgrundlage) that that, for the purpose purposes of giving the Seller’s Guarantees and the Tax Warranties Guarantees, (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 9.4 and, except as explicitly and specifically set out in Section 11.79.5, neither the Seller nor any of its managers (gérant)managing) directors, managers, 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 9.4 or the Exhibits or the Schedules as prepared by the Company Companies 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 management and employees of the Group Companies in the inquiry as set out in Section 11.7(b) 9.5 and the related disclosures, provided that all of the foregoing shall not in any way change any liability of the Seller which it explicitly has under the provisions of this Agreement, and , (ii) nothing in this Agreement shall imply a duty of the Seller (including its managers (gérant)managing) directors, managers, employees or advisors) to make specific or other enquiries inquiries or researches of whatever nature, in particular beyond the inquiry as set out in Section 11.7(b) and 9.5, (iii) the lack of (xA) such first-hand knowledge, (yB) the ability to independently verify such Seller’s Guarantees and such Tax WarrantiesGuarantees, and (zC) such examinations or verifications of the Seller, or the need to rely on reasonable assurances made by the management and employees of the Group Companies shall as such in no event be regarded as acting in a fraudulent manner (keine Arglist aufgrund von Angaben “ins Blaue hinein” wegen unterbliebener Untersuchungen oder Überprüfungen des Verkäufers), and (iv) except for its rights and claims under this Agreement or agreements between the Purchaser and the Seller referred to herein (if any), the Purchaser waives any rights and/or and claims against the Seller based on such legal grounds - other than for other intent or wilful misconduct of the Seller - to the largest extent legally permissiblepermissible and the Seller accepts such waiver.