Form and Date Sample Clauses

Form and Date. The Sellers hereby represent to the Purchaser in the form of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 BGB that the statements in Section 7.2 through Section 7.20 (collectively the “Sellers’ Representations” and each a “Sellers’ Representation”) are correct as of Closing, unless it is specifically provided that a Sellers’ Representation is made as of a different or additional date or dates, in which case such Sellers’ Representation shall be correct as of such different or additional date or dates. The Parties agree and explicitly confirm that no Sellers’ Representation shall be construed as a guarantee (Garantie für die Beschaffenheit der Sache) within the meaning of Sections 443 and 444 BGB.

Form and Date. Subject to the limitations, qualifications and disclosures set forth in this Agreement, the Seller hereby represents to the Purchaser by way of an independent promise of guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch – ”BGB”) that the statements made in Sections 14.2 through 14.26 (the “Seller’s Warranties” and each a “Seller Warranty”) are correct as of the Signing Date and as of the Closing Date unless it is specifically provided that the Seller’s Warranty is made as of a different or additional date or dates, in which case such Seller’s Warranty shall be correct as of such different or additional date or dates. The Seller’s Warranties in Section 14.2 and Section 14.3 are hereinafter referred to as the “Fundamental Warranties”. The Seller’s Warranties in Section 14.3 are hereinafter referred to as the “Title Warranties”.

Form and Date. The Sellers hereby expressly represent and warrant (sichern zu) to the Purchaser that the statements set forth in Sections 8.2, 8.3 and 8.5 (collectively the “Fundamental Representations” and each a “Fundamental Representation”) and that all other statements set forth in this Section 8 (collectively the “Business Representations” and each a “Business Representation” and the Fundamental Representations together with the Business Representations collectively the “Sellers’ Representations” and each a “Sellers’ Representation”) are true and correct as of the Signing Date and will be true and correct as of and through the Closing Date, unless it is specifically provided that a Sellers’ Representation is made as of a different or additional date or dates, in which case such Sellers’ Representation shall be correct as of such different or additional date or dates, provided that each of the Fundamental Representations is (without prejudice to Section 5.2.2) by each respective Seller individually (einzelschuldnerisch) only with respect to their own sphere and only with respect to those of the Sold Shares which they sell under this Agreement. All other Sellers’ Representations are made (without prejudice to Section 5.2.2) by all Sellers, but as partial debtors (teilschuldnerisch) in accordance with their pro-rata sale participation reflecting the portion of the Sold Shares sold by the respective Seller relative to all Sold Shares and subject to all other limitations set forth in this Agreement.

Form and Date. Subject to the limitations (in particular the W&I Liability Cap (as defined below)), qualifications and disclosures (including, without limitations, in the Due Diligence Material, this Agreement and its Exhibits) set forth in this Agreement, the Seller hereby represents to the Purchaser in the form of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 BGB that, except as disclosed or deemed disclosed in accordance with Section 12.1.5(d) below, the statements in Sections 9.2 through 9.21 (collectively the “Seller’s Representations” and each a “Seller’s Representation”) are true and correct as of the Signing Date, unless it is specifically provided that a Seller's Representation is made as of a different or additional date or dates, in which case such Seller's Representation shall be correct as of such different or additional date or dates. The scope and content of each Seller's Representation as well as the Seller's liability arising thereunder shall be exclusively defined by the provisions of this Agreement (including, without limitation, the limitations on the Purchaser’s rights and remedies set forth in Section 11.1.3), which shall be an integral part of the Seller's Representations. The Seller and the Purchaser agree and explicitly confirm that none of the Seller's Representations shall be construed as a Seller’s guarantee within the meaning of Sections 443 and 444 BGB (Garantie für die Beschaffenheit der Sache).