Common use of Sellers’ Guarantees Clause in Contracts

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.