Common use of Acquirors’ Guarantees Clause in Contracts

Acquirors’ Guarantees. The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading: (a) The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW, indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 0000 Xxxxxx Xxxx, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder. (b) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors. (c) Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or by-laws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law. (d) The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, xxxxxxx xxxxxxx and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price. 7|30 (e) The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.

Acquirors’ Guarantees. The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading: (a) The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW, BW indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 0000 Xxxxxx Xxxx, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder. (b) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors. (c) Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or by-laws bylaws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law. (d) The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, xxxxxxx xxxxxxx and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price. 7|30. (e) The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.. 10|38

Acquirors’ Guarantees. The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading: (a) The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW, indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 0000 Xxxxxx Xxxx, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder.. Project ABBA Irrevocable Undertaking Xxxxxxx Xxxxxx (b) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors. (c) Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or by-laws bylaws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law. (d) The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, xxxxxxx xxxxxxx and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price. 7|30. (e) The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.. Project ABBA Irrevocable Undertaking Xxxxxxx Xxxxxx

Acquirors’ Guarantees. The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading: (a) The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW, indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 0000 Xxxxxx Xxxx, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder.. Project ABBA Irrevocable Undertaking Dr Björn Eberleh (b) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors. (c) Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or by-laws bylaws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law. (d) The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, xxxxxxx xxxxxxx and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price. 7|30. (e) The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.