Form and Scope of Purchasing Parties’ Warranties. Each of the Purchasing Parties hereby warrants to the Seller by way of an independent promise of guarantee (selbstständiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB (hereinafter referred to as the “Purchaser’s Warranties” and each as a “Purchaser’s Warranty”) that the following is and will be true and correct as of the Singing Date and, unless otherwise set forth herein, as of the Closing Date:
a) The Purchasing Parties are duly incorporated and validly existing under the laws of their respective jurisdictions of organization and have all requisite corporate power and authority to enter into this Agreement and consummate the Transaction.
b) The execution and performance of this Agreement by the Purchasing Parties as well as the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Purchasing Parties and constitute the legal, valid and binding obligations of the Purchasing Parties.
c) The execution and performance of this Agreement and the consummation of the Transaction by the Purchasing Parties are within the Purchasing Parties’ respective corporate powers and do not violate any Purchasing Party’s articles of association, by-laws or internal rules of management and do not violate any applicable statutory provision, judgment, injunction or other rule binding upon any Purchasing Party, and there are no legal, investigational or other formal proceedings pending against, or (to the knowledge of the Purchaser) threatened in writing against, any Purchasing Party before any court, arbitration tribunal or governmental authority which in any manner challenges or seeks to prevent, alter or delay the consummation of the Transaction.
d) As of the Signing Date, neither Purchasing Party is aware of any facts or circumstances that would give rise to claims against the Seller under or in connection with this Agreement.
