Common use of Sellers’ Guarantees Clause in Contracts

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. Sellers 6.1 Seller hereby guarantee, except as set forth in the disclosure letter attached hereto as Exhibit 6.1 and guarantees subject to any limitations contained in this Agreement, including in particular, but not limited to, the remedies set out in Section 8 and the limitations set out in Section 9below, in particular the Time Limitations, the De Minimis Amount, the Basket and the Liability Cap Limitations (each as defined in Section 911.1 below), the Deductible (as defined in Section 11.3 below) and the Liability Caps (as defined in Section 11.4 below) by way of an independent guarantee (selbststandige Garantie) pursuant to Section 311 (1) German Civil Code (Burgerliches GesetzbuchBGB) that the statements set forth hereinafter are true and correct as at the date of this Agreement (herein the “Signing Date Date”) and will be correct as at the Closing Date, unless expressly specified otherwise herein; provided, however, that that the statements which are subject to the Best Knowledge of Seller (ias defined in Section 6.3 below) in respect of Section 6. 1.1 shall only be true as at the guarantee shall be Signing Date (herein together with the indemnity 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 9 collectively “Seller; (iii) in respect of Section 6.’s Guarantees”):