Purchasers Guarantees. The Purchaser hereby represents to the Sellers in the form of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 BGB that the statements in Section 12.1 through Section 12.3 (collectively the “Purchaser’s Representations” and each a “Purchaser’s Representation”) are correct as of the Signing Date, unless it is specifically provided that a Purchaser’s Representation is made as of a different or additional date or dates, in which case such Purchaser’s Representation shall be correct as of such different or additional date or dates.
Purchasers Guarantees. 9.2.1 Each Purchaser is duly incorporated and validly existing under the laws of The Netherlands and has all requisite corporate powers and authority to own its assets and to carry out its business.
Purchasers Guarantees. The Purchaser guarantees in the form of independent guarantee commitments (selbstständige Garantieversprechen) within the meaning of section 311 para.1 BGB that the statement in this Section 8 are true and correct as at the Signing Date and at the Closing Date.
Purchasers Guarantees. 6.1 Purchaser hereby guarantees subject to any limitations contained in this Agreement, in particular, but not limited to, the remedies set out in Section 7 below, the Time Limitations (as defined in Section 9.1 below), the exclusion of De Minimis Claims (as defined in Section 9.3 below), the Deductible (as defined in Section 9.3 below) and the Liability Cap (as defined in Section 9.4 below) - as applicable to claims against Purchaser on the basis of Sections 7.8 and 9.8 - by way of an independent guarantee pursuant to Section 311 (1) German Civil Code (BGB) that the statements set forth hereinafter are true and correct as of the date hereof and the Closing Date, unless expressly specified otherwise herein; provided, however, that the statements which are subject to the Best Knowledge of Purchaser (as defined in Section 6.3 below) shall only be guaranteed as of the date hereof (herein collectively "PURCHASER'S GUARANTEES"):
Purchasers Guarantees. The Purchaser hereby guarantees to each Seller regardless of fault (verschuldensunabhängig), by way of an independent promise of warranty (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that the following statements (the “Purchaser’s Guarantees”) are true and correct as of the Signing Date and as of the Closing Date. Such statements shall neither constitute an agreement on the quality (Beschaffenheitsvereinbarung) within the meaning of Section 434 para. 1 BGB, nor a guarantee concerning the quality of the object of the purchase within the meaning of Sections 443 BGB (Garantie für die Beschaffenheit der Sache):
Purchasers Guarantees. 9.1 The Parties have extensively discussed and negotiated to which extent and in which way the Purchaser should be liable if it turns out that statements made by the Purchaser in this Section 9 and Annex 9 are untrue or incorrect. The Parties have decided to depart from the statutory system of liability and to provide instead for a separate system of liability, as determined hereunder.
Purchasers Guarantees. Each of the Purchasers hereby guarantees to the Seller, subject to the requirements and limitations provided in Section 8 or otherwise in this Agreement, by way of an independent promise of guarantee (selbständiges Garantieversprechen) in accordance with Section 311 para. 1 German Civil Code (hereinafter collectively referred to as the "Purchasers' Guarantees" and each of them as a "Purchasers' Guarantee") that the statements set forth below are correct as of the date of this Agreement and as of the Closing Date -- unless it is specifically provided for that a Guarantee shall be made of a different date:
Purchasers Guarantees. The Purchaser hereby guarantees by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code:
Purchasers Guarantees. 42 Section 8 Remedies............................................................................... 43 Section 9 Expiration of Claims / Limitation of Claims............................................ 50 Section 10 Sellers' Covenant..................................................................... 51 Section 11 Indemnity............................................................................. 52
Purchasers Guarantees. SELLERS’ REMEDIES
