ProSiebenSat. 1 Media SE does not assume any further warranties or guarantees and, to the extent legally permissible, such further warranties or guarantees shall be excluded.
ProSiebenSat. 1 Media SE with its registered office in Unterföhring, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 219439,
ProSiebenSat. 1 Fünfzehnte Verwaltungsgesellschaft mbH, with its registered of- fice in Unterföhring, registered with the commercial register of the local court of Mu- nich under HRB 177760. – hereinafter each a “Party” and collectively the “Parties” – Recitals1
ProSiebenSat. 1 Media SE as the sole shareholder of Entertainment Holding was au- thorized to subscribe for the New Entertainment Holding Shares. The New Enter- tainment Holding Shares will be issued to ProSiebenSat.1 Media SE against payment of their nominal amount in cash and an additional contribution in kind (premium in kind) in the form of the Contribution Shares II in accordance with the more-detailed provisions of the aforementioned capital increase resolution. ProSiebenSat.1 Me- dia SE has subscribed for the New Entertainment Holding Shares by way of a sub- scription declaration of [today].
ProSiebenSat. 1 Media SE hereby contributes the Contribution Shares II to Entertain- ment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undistributed profits, and hereby assigns the Contribution Shares II to Entertainment Holding in accordance with the following provisions of this agreement with all rights associated therewith, including any undis- tributed profits. Entertainment Holding hereby accepts this contribution and assign- ment in each case.
ProSiebenSat. 1 Media SE hereby guarantees to Entertainment Holding within the meaning of an independent guarantee promise pursuant to section 311 para. 1 of the German Civil Code (BGB) that on the Transfer Date II
ProSiebenSat. 1 Media SE, business address: Xxxxxxxxxxx 0, 00000 Xxxxxxxxxxxx, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 219439, – hereinafter referred to as the “Controlling Company” – and
ProSiebenSat. 1 Media AG is a stock corporation [Aktiengesellschaft] under German law with its registered office and headquarters in Unterföhring, Germany.
ProSiebenSat. 1 Media XX, Xxxxxxxxxxx 0, X-00000 Xxxxxxxxxxxx, Xxxxxxx - “X0X0” -
