Common use of Sellers’ Guarantees Clause in Contracts

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.