Sellers’ Guarantees. (a) The Seller hereby guarantees 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
Sellers’ Guarantees. Sellers hereby guarantee to Purchaser in the form of an independent guarantee pursuant to section 311 (1) BGB (selbständiges Garantieversprechen), subject to the limitations contained in this Agreement, in particular, but not limited to, the limitations set out in Section 7, that the following statements (the “Sellers’ Guarantees” and each individually a “Sellers’ Guarantee”) are true and correct and not misleading as of the date hereof and will be true and correct and not misleading as of the Closing Date, provided, however, that (i) a Sellers’ Guarantee which is expressly made as of a specific date shall be true and correct only as of such date, (ii) the Sellers’ Guarantees contained in Section 5.1(a) below are only made by Seller 1, the Sellers’ Guarantees contained in Section 5.1(b) below are only made by Seller 2 and the Sellers’ Guarantees contained in Section 5.1(c) below are only made by Seller 3, and (iii) Sellers make the Sellers’ Guarantees contained in Sections 5.2 through 5.11 as several debtors (als Teilschuldner) in proportion to their shareholding in the Company.
Sellers’ Guarantees. 8.1 The Seller hereby represents and warrants to the Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB the correctness and completeness of the statements in § 8.2 (“Seller’s Guarantees”) at the time of signing of this Agreement and at the time of the APA Closing. Content and scope of the Seller’s Guarantees are solely determined by this § 8.
Sellers’ Guarantees. 9.1 Seller hereby guarantees, subject to the limitations contained in this Agreement, in particular the remedies set out in Section 11 below, the Time Limitations (as defined in Section 13.1 below), the exclusion of De Minimis Claims (as defined in Section 13.3 below), the Basket (as defined in Section 13.3 below) and the Liability Cap for Seller’s Guarantees (as defined in Section 13.4 below), by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 (1) German Civil Code that the statements set forth in Section 9.1 (herein collectively “Seller’s Guarantees”) are true and correct as of the Signing Date or as of any other date explicitly referred to below. Seller and Purchaser agree and explicitly confirm that the Seller’s Guarantees shall neither 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 German Civil Code nor as agreements regarding the quality of the object of the purchase (Beschaffenheitsvereinbarungen) within the meaning of Section 434 (1) sentence 1 German Civil Code.
Sellers’ Guarantees. 24 Section 7 Purchaser's Guarantees .......................................................... 37
Sellers’ Guarantees. Sellers guarantee, or each Seller individually, as the case may be, guarantees, to Purchaser in the form of guarantees pursuant to Sec. 311 (1) of the German Civil Code (“BGB”), i.e. as guarantees “sui generis”, that the following statements are true and accurate as of the Signing Date. The Parties agree that the following guarantees do not constitute Beschaffenheitsgarantien within the meaning of Sections 443, 444 of the German Civil Code (BGB). Other than expressed in the guarantees hereinafter, Sellers assume no further representations and warranties regarding the legal and economic affairs of the Companies that exceed the guarantees set forth in this Clause 7. To the extent any guarantee set forth herein is based on Sellers’ knowledge, the positive knowledge of Sellers and the knowledge on their part which Sellers would have had applying the standard of care of a prudent business man according to section 93 AktG (Sorgfalt eines ordentlichen and gewissenhaften Ges-chäftsleiters) is relevant.
Sellers’ Guarantees. Each Seller as an individual obligor (Teilschuldner) in accordance with Clause 16.2 hereby represents and warrants to the Purchaser limited to each Seller’s Pro Rata Share in the form of an independent guarantee in accordance with Section 311 BGB (selbstständiges Garantieversprechen) that the statements set forth in Clauses 7.2 through 7.19 (the Sellers’ Guarantees) are true and complete as of the Signing Date, unless any other date is explicitly provided for in this Agreement or the respective disclosure schedule; provided, however, that:
Sellers’ Guarantees. Sellers hereby guarantee, except as set forth in the disclosure letter attached hereto as Exhibit 6.1 and subject to any limitations contained in this Agreement, including the remedies set out in Section 8 and the limitations set out in Section 9, in particular the Time Limitations, the De Minimis Amount, the Basket and the Liability Cap (each as defined in Section 9) by way of an independent guarantee (selbststandige Garantie) pursuant to Section 311 (1) German Civil Code (Burgerliches Gesetzbuch) that the statements set forth hereinafter are correct as of the Signing Date and will be correct at the Closing Date, unless expressly specified otherwise herein; provided, however, that
Sellers’ Guarantees. Seller hereby guarantees to the Purchaser subject to the requirements and limitations contained in this Agreement, by way of an independent guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 para. 1 German Civil Code (BGB) that the statements set forth hereinafter are true and correct as at the Closing Date, unless and to the extent otherwise specified below (collectively Seller’s Guarantees).
Sellers’ Guarantees. 9.1 Seller hereby guarantees, subject to any limitations contained in this Agreement, in particular the remedies set out in Section 10 below, the Time Limitations (as defined in Section 13.1 below), the exclusion of De Minimis Claims (as defined in Section 13.3 below), the Deductible (as defined in Section 13.3 below) and the Liability Cap (as defined in Section 13.4 below), by way of an independent guarantee pursuant to Section 311 (1) German Civil Code (BGB) that the statements set forth in Sections 9.1.1 through 9.1.10 are true and correct as of the Signing Date or as of any other date explicitly referred to below (herein collectively “Seller’s Guarantees”):
