Form and Scope of Sellers’ Guarantees Sample Clauses

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.
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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 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. 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. 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 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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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 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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Related to Form and Scope of Sellers’ Guarantees

  • Form and Dating Terms (a) Provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

  • 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.

  • 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.

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • Labor Law Acknowledgement and Policy Statement In accepting the award of Performance Units, you expressly recognize that KBR, Inc., with registered offices at 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and receipt of Performance Units does not constitute an employment relationship between you and KBR, Inc. since you are participating in the Plan on a wholly commercial basis and your sole employer is KBR in Mexico (“KBR-Mexico”), not KBR, Inc. in the U.S. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your Employer, KBR-Mexico, and do not form part of the employment conditions and/or benefits provided by KBR-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment. You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of KBR, Inc.; therefore, KBR, Inc. reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you. Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against KBR, Inc. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to KBR, Inc., its Subsidiary, affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

  • Form, Dating and Terms (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $600,000,000. In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein). Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.8, 2.10, 5.5 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.9. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with Section 3.2. With respect to any Additional Notes, the Issuer shall set forth in (i) an Officer’s Certificate and (ii) one or more indentures supplemental hereto, the following information:

  • Certain Contracts Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into one or more contracts with any one or more corporations, trusts, associations, partnerships, limited partnerships, other type of organizations, or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

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