Purchaser’s Guarantees Clause Samples

Purchaser’s 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.

Purchaser’s 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): 15.1 Capacity of the Purchaser and Purchaser’s Parent 15.1.1 The Purchaser and Purchaser’s Parent have full authority and capacity to enter into this Agreement and to perform the transactions contemplated herein, in particular to sell and transfer the Purchaser’s Parent Common Stock. All necessary corporate actions have been taken and all necessary consents have been obtained with regard to the execution and performance of this Agreement and the transactions contemplated herein by the Purchaser. 15.1.2 The entering into of this Agreement and the transactions contemplated in it, do not require any permit or consent by any court, public authority or other public body and do not violate any binding decision, decree or order of any kind of any court, public authority or other public body. This Agreement and the transactions intended by it are legally binding and enforceable commitments for the Purchaser and Purchaser’s Parent. 15.1.3 This Agreement has been duly executed on behalf of the Purchaser and Purchaser’s Parent and constitutes legal, valid and binding obligations of the Purchaser and Purchaser’s Parent which are enforceable in accordance with the terms of this Agreement. 15.1.4 No legal or administrative proceedings are pending or threatened against or affecting the Purchaser or Purchaser’s Parent before any court, arbitrator or governmental authority which could in any manner affect the execution or performance of this Agreement or the transactions contemplated herein. 15.1.5 As of the date of this Agreement, Purchaser’s Parent qualifies as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933 (the “Securities Act”), and no event has occurred or condition exists that would reasonably be expected to cause Purchaser’s Parent to become an “ineligible issuer” as defined in Rule 405 ...

Purchaser’s 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. 9.2.2 The execution and performance by each Purchaser of this Agreement and the consummation of the Transaction are within the corporate powers of such Purchaser and have been duly authorized by all necessary corporate actions on the part of such Purchaser. 9.2.3 The execution and performance by each Purchaser of this Agreement and the consummation of the Transaction neither violate the articles of association or by-laws of such Purchaser nor any applicable law, regulation, judgment, injunction or order binding on such Purchaser, and there is no action, law suit, investigation or proceeding pending against, or threatened against, such Purchaser before any court, arbitration panel or governmental authority which in any manner challenges or seeks to prevent, alter or delay the Transaction. 9.2.4 To Purchasers’ knowledge, which, with respect to the data for the WILD Flavors Business is only based on information received from the Sellers, the Transaction does not need to be approved or cleared by any Merger Control Authority except for those listed in Annex 9.2.4.

Purchaser’s Guarantees. The Purchaser and the Parent hereby guarantee to the Sellers, by way of an independent undertaking of guarantee (selbst’ndiges Garantieversprechen) in terms of Section 311 (1) BGB that the following statements are true as of the Signing Date and will be true as of the Closing Date:

Purchaser’s 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. 9.2 The Purchaser guarantees in the form of an independent guarantee according to section 311 para. 1 BGB (selbständiges Garantieversprechen) that the Purchaser’s guarantees in Annex 9 are true and correct as at the date hereof or as at such date as expressly referred to in Annex 9.

Purchaser’s Guarantees. The Purchaser hereby gives the Sellers an abstract guarantee (selbständige Einstandspflicht) (section 311 para. 1 of the German Civil Code) that the statements set forth in this Clause 6 are true and correct as at the date of this Share Purchase Agreement and will be true and correct on the Closing Date, unless they are expressly made with respect to the date of conclusion of this Share Purchase Agreement only:

Purchaser’s Guarantees. 43 9. REMEDIES.............................................................................. 54 10.

Purchaser’s Guarantees. The Purchasers hereby guarantee to the Sellers by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Sec. 311 (1) German Civil Code (BGB) that the statements set forth hereinafter are correct as of the signing of this Agreement.

Purchaser’s Guarantees. SELLERS’ REMEDIES