Form and Scope of Sellers’ Guarantees Sample Clauses

Form and Scope of Sellers’ Guarantees. The Seller hereby guarantees to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 6 hereof or otherwise in this Agreement that the statements set forth in this Section 5 are complete and correct as of the Signing Date and the Closing Date, except that those guarantees which are explicitly made as of a specific date shall be true and correct only as of such date. The Seller and the Purchaser agree and explicitly confirm that the guarantees in this Section 5 are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code, respectively, that Section 444 of the German Civil Code shall not and does not apply to the guarantees contained in this Section 5.
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Form and Scope of Sellers’ Guarantees. 7.1.1 The Sellers, separately and independently from each other and not jointly (teil- und einzelschuldnerisch, nicht gesamtschuldnerisch) and each Seller only pro rata to his/its shareholding in the Target, provided that with respect to Sections 7.2.1 through 7.2.3, insofar as they relate to the Sellers themselves or the Shares held by each of them, each Seller shall only be responsible for himself or itself and the Shares held by him or it, as the case may be, hereby guarantee to the Purchasers by way of an independent promise of guarantee pursuant to Section 311 paragraph (1) BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope of, and subject to, the requirements and limitations provided in Section 8 or otherwise in this Agreement that the statements set forth in this Section 7 are true and correct as of the Signing Date or as of the points in time explicitly stated in this Section 7 (collectively the Sellers’ Guarantees, each of them a Sellers’ Guarantee). The Sellers and the Purchasers agree and explicitly confirm that the guarantees in this Section 7 are not granted, and shall not be qualified or construed, as quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 BGB and that Section 444 BGB shall not apply to the guarantees contained in this Section 7. 7.1.2 The Sellers’ Guarantees are only given with respect to the Target and, unless indicated otherwise in this Section 7, the following WILD Flavors Companies: WILD Procurement GmbH, WILD Affiliated Holdings, Inc., WILD Flavors, Inc., WILD Flavors Europe GmbH, Xxxxxx WILD GmbH & Co. KG, Xxxxxx WILD Beteiligungs-GmbH, WILD Flavors Germany Beteiligungs-GmbH, WILD Flavors Verwaltungs-GmbH, WILD Flavors (Schweiz) AG, WILD Xxxxxxxx X.X. and WILD Flavors International GmbH (such WILD Flavors Companies hereinafter collectively referred to as the Material Companies, and each of them as a Material Company). EXECUTION COPY
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Form and Scope of Sellers’ Guarantees. The Sellers hereby guarantee to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 7 or otherwise in this Agreement that the statements set forth in this Section 6 are correct as of the Signing Date and, only in respect of the statements in Section 6.2.1 and 6.2.11(i), as of the Closing Date.
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Form and Scope of Sellers’ Guarantees. Each Seller hereby guarantees to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 para. 1 BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) that the statements set forth in § 11.2 through § 11.11 are complete and correct as of the Signing Date, unless another date is explicitly foreseen in the respective guarantee. The aforementioned promise of guarantee is made by (i) Seller 1 only in relation to Xxxxxxx and the Subsidiaries, (ii) Sellers 2 and 3 (on a joint basis) (untereinander als Gesamtschuldner) only in relation to CT and (iii) Seller 4 only in relation to AbZ, i.e. with the exception of the joint liability (Gesamtschuldnerschaft) of Sellers 2 and 3 for the promise of guarantee in relation to CT, the Sellers may not be held liable as joint debtors (Gesamtschuldner) for a breach of any guarantee.
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Form and Scope of Sellers’ Guarantees. The Sellers hereby, with respect to the Sellers Guarantees in clause 8.1.1b) and c), which are only given by each Seller in relation to himself/herself and the Shares held by such Sellers in the Company, and with respect to all other Sellers Guarantees as several debtors (Teilschuldner – pro rata to their holding of Shares) guarantee to the Purchaser, by way of independent promises of guarantee (selbständige Garantieversprechen) within the meaning of Section 311 (1) BGB and subject to the requirements and limitations provided in this Agreement, that the following statements are correct and complete as of the Signing Date and also as of the Closing Date, unless it is specifically provided that a statement is made as of a different or additional date or dates, in which case such Sellers Guarantee shall be correct as of such different or additional date or dates. The Sellers and the Purchaser agree and explicitly confirm that the guarantees in clause 8.1 (Sellers Guarantees) shall not be qualified or construed as quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 BGB or agreements on quality (Beschaffenheitsvereinbarungen) within the meaning of Section 434 (1) sentence 1 BGB, and that Section 444 BGB shall not and does not apply to the Sellers Guarantees.
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Form and Scope of Sellers’ Guarantees. The Sellers hereby guarantee to the Purchaser by way of an independent promise of guarantee pursuant to Clause 311 para. 1 BGB (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Clause 6 hereof or otherwise in this Agreement that the statements set forth in Clause 6.2 below are complete and correct as of the Signing Date and, unless explicitly provided otherwise in this Clause 6, on the Closing Date. The Sellers and the Purchaser agree and explicitly confirm that the guarantees in this Clause 6 are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Clauses 443, 444 BGB, respectively, that Clause 444 BGB shall not and does not apply to the guarantees contained in this Clause 6.
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Form and Scope of Sellers’ Guarantees. The Seller hereby guarantees to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 6 hereof or otherwise in this Agreement that the statements set forth in this Section 6 are complete and correct as of the Signing Date and on the Closing Date. The Purchaser’s claims under Sections 6 in connection with Section 7 shall exist independently of any fault on the part of the Seller or member of Seller’s Group; Section 280 para. 1 second sentence of the German Civil Code (BGB) shall not apply.
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Form and Scope of Sellers’ Guarantees. Each Seller hereby guarantees, on a several basis (Einzelschuldner) and not on a joint basis, to the Purchaser by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 9 hereof or otherwise in this Agreement that the statements set forth in Sections 8.2 through 8.16, in case of Sections 8.2(a), (b), (c), (d) and (e) as regards the Company only with respect to the Shares held by the respective Seller, are complete and correct as of the date of this Agreement (the Signing Date) and, in case of Sections 8.2(a), (b), (c), (d) and 8.2(f), also as of the Closing Date. The Sellers and the Purchaser agree and explicitly confirm that the guarantees in Sections 8.2 through 8.16 (the Sellers’ Guarantees) are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code.
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Related to Form and Scope of Sellers’ Guarantees

  • Attachment  C_ CONTRACT AFFIRMATIONS For purposes of these Contract Affirmations, HHS includes both the Health and Human Services Commission (HHSC) and the Department of State Health Services (DSHS). System Agency refers to HHSC, DSHS, or both, that will be a party to this Contract. These Contract Affirmations apply to all Contractors and Grantees (referred to as “Contractor”) regardless of their business form (e.g., individual, partnership, corporation). By entering into this Contract, Contractor affirms, without exception, understands, and agrees to comply with the following items through the life of the Contract:

  • Contractor Guaranties Contractor shall: (a) Perform fully under the Contract; (b) Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the Client Agency's option, replace them; (c) Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the premises, Goods, the Contractor’s work or that of Contractor Parties; (d) With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices; (e) Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and (f) Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

  • Description of the Notes and the Indenture The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

  • TRAINING AND RELATED MATTERS The parties recognise that in order to increase the efficiency and productivity of the company a significant commitment to structured training and skill development is required. Accordingly the parties commit themselves to: a) The parties to this Agreement recognise the importance of the apprenticeship system to the construction industry. It is agreed that every employer party to this Agreement who employs five (5) or more tradespersons in any one classification shall undertake to employ at least one (1) apprentice or make arrangements to host an apprentice from an agreed group apprenticeship scheme. Where an employer does not currently have an apprentice as per this provision, reasonable time shall be allowed to enable the employer to comply with this clause. Further, the parties are committed to a strong ratio of apprentices in the industry. Apprenticeship levels on a specific project may be discussed at the Project Pre-Commencement Conference (refer Clause 16). b) Providing employees with the opportunity to acquire additional skills within relevant career path structures through appropriate structured training based on nationally endorsed (i.e. Construction Training Australia endorsed) competency standards and curriculum; c) Actively encouraging employees to seek formal recognition of their skills (i.e. recognition of prior learning); and d) Using training providers accredited and acceptable to the parties. The CFMEU, MBAV and other employer associations are legitimately engaged in providing training to industry and it is hereby agreed that all parties will properly recognise and accept the validity of nationally accredited training as provided by the other parties. e) The parties will consult on the development of training programs which are consistent with the following: • Training provided will be consistent with the company’s business requirements, relevant to the work of the employees, consistent with the skills development of each employee and with applicable national competency standards. • Training may be taken either on or off the job with all reasonable steps being taken to conduct training in normal working hours. • If an approved training activity is undertaken during ordinary working hours, the employee/s concerned shall not suffer any loss of pay. • Approved training activities undertaken outside of ordinary hours will be paid at single time or will, at the employee’s option, be taken as time off in lieu of payment. Provided that the scheduling of time off must be consistent with the needs of the business and be by agreement with the company. • Training costs of courses approved by the company will be met by the company. • The company will not be asked to meet the costs of training undertaken by employees which was not approved by the company. • Leave of absence granted pursuant to this clause shall count as service for all purposes of the award and this agreement. • Accredited members of the union will be allowed up to 5 days per year, without loss of pay, to attend trade union educational courses conducted or approved by the union. (see appendix H) f) The parties to this Agreement recognise the importance of the role that Apprentices/Trainees fulfill within the industry and, more importantly, a role that they will fulfill as trades persons following the conclusion of the indentures. To this end the Victorian Building Industry Consultative Committee will investigate ways of enhancing employment prospects for Apprentice/Trainees. In addition it is agreed that, where appropriate, employers will use their best endeavours to employ Apprentices/Trainees in order to ensure appropriate trade persons levels for the future.

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

  • Agreement to Be Bound Guarantee Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.

  • State Boilerplate Affirmation Clause I swear or affirm under the penalties of perjury that I have not altered, modified, changed or deleted the State's standard contract clauses (as contained in the 2022 SCM Template) in any way except as follows:

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Certain Contracts (a) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

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