Shareholder’s Guarantees. The Shareholder hereby guarantees to the Acquirors by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading:
(a) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to the Shareholder and the Shareholder is not unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of the Shareholder (as defined in clause 4.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to the Shareholder.
(b) The information contained in Preamble (B) is correct and not misleading.
(c) The Shareholder is the sole legal and beneficial owner of the Shareholder’s Shares.
(d) The Shareholder’s Shares have been fully paid up and no contributions have been returned (Einlagenrückgewähr) in respect thereof.
(e) The Shareholder is entitled to freely dispose of the Shareholder’s Shares subject only to restrictions under applicable law (including merger control and other regulatory laws). The Shareholder’s Shares are (i) free of any rights of third parties, including but not limited to liens, charges and other encumbrances (dingliche Belastungen), except for security interest of Clearstream Banking AG and/or the Shareholders depositary bank (if any), and (ii) not subject to any options, pre-emption rights, rights of first refusal or similar rights of third parties.
(f) The Shareholder’s Shares are held by the Shareholder for its own risk and account and are not subject to any shareholders’ voting, trust, pooling, consultation or similar agreements or arrangements.
(g) To the Knowledge of the Shareholder, on the Effective Date and on the date of Offer Completion, all notice and disclosure duties of the Shareholder under Section 20, 21 of the AktG, Section 33 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz, WpHG), if applicable and as amended from time to time, have always been discharged in a timely and proper manner.
(h) As of the Signing Date, the Shareholder’s entering into this Agreement and the performance of the Shareholder’s respective obligations hereunder neither require any appr...
Shareholder’s Guarantees. MIOA shall use all reasonable efforts to have the Shareholders removed from any and all guarantees, agreements, obligations or debts, as identified in SCHEDULE 7.4, that were entered into by the Shareholders to facilitate or induce another party to engage in any business activity with the Company. If MIOA is unable to remove the Shareholders from such guarantees, agreements, obligations or debts then, in such event, MIOA will indemnify the Shareholders for any damages the Shareholders incur relative to such guarantees, agreements, obligations or debts.
Shareholder’s Guarantees. Shareholders hereby jointly and severally unconditionally guarantee to Buyer and become sureties for the performance of and compliance with all of Seller's agreements, covenants and obligations hereunder and the truth and correctness of all of Seller's representations and warranties contained herein. Any claim or right of Buyer for the failure to perform or comply with any of Seller's agreements, covenants or obligations hereunder or for the untruth or incorrectness of any of its representations or warranties contained herein may be directly enforced against any Shareholder without any notice of any kind and without first making any demand upon or pursuing any remedy against Seller. Without notice to or consent of any Shareholder, Buyer may modify or change the terms of this Agreement or any obligation of Seller, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way affect Shareholders' liability hereunder.
Shareholder’s Guarantees. 32 7.5 Deliveries at Closing.................................................33 ARTICLE
Shareholder’s Guarantees. (a) The BSLDev must not undertake any activity including (without limitation) entering into a contract or arrangement to provide services or obtaining external borrowings from a financial institution (or other third party) that requires one or more of the Parties to give a guarantee, bond or other security without the prior written consent of all of the Parties.
(b) Where the Parties agree to provide such security, the Parties agree that:
(i) the amount of any liability under the security provided will be apportioned between the Parties in the Agreed Proportions; and
(ii) notwithstanding any agreement with or action by the beneficiary of any security, the Parties as amongst themselves, will be liable to make a contribution to each other so that any such liability is ultimately borne by the Parties in the Agreed Proportions and accordingly, further agree to indemnify each other against any such liability.
(c) Where the Parties have agreed to provide such security and some but not all of the Parties have provided security for the obligations of the BSLDev in the form of a guarantee or undertaking, then any loss flowing from such security will be apportioned between all the Parties in their respective proportions. Despite any agreement with or action by the beneficiary of such guarantee, undertaking or Obligation, the Parties, between themselves, will be liable to make contributions to each other so that any such liability is ultimately borne by the Parties in the Agreed Proportions and accordingly, further agree to indemnify each other against any such liability.
(d) Any guarantee, bond, undertaking or other security given, either jointly, or jointly and severally, by the Parties is irrevocable except with the written consent of all Parties, such consent not to be unreasonably withheld. If a Party ceases to be a shareholder in accordance with the terms of the JVA (“Leaving Shareholder”), the remaining shareholder(s) will in proportion to their shareholdings, indemnify the Leaving Shareholder against any liabilities referred to in this clause which arise after the Leaving Shareholder ceases to be a shareholder and the remaining shareholders will use their collective best endeavours to have the Leaving Shareholder released from any liability under this clause.
Shareholder’s Guarantees. In addition to any other legal or agreed guarantees in other clauses of this contract, the shareholders declare that:
a) The Company was duly incorporated and is validly existing;
b) The financial situation reported in the last balance sheet dated [Date] was prepared in accordance with legal norms and accounting principles and truthfully and correctly represents the assets, liabilities, and equity of the Company as of the above date;
c) There are no facts or events not highlighted within the Company's financial situation that could substantially modify the financial situation;
d) The Company has valid, full, and unconditional title to all tangible and intangible assets reflected in the financial situation as of [Date], and the assets are free from any encumbrance, right of use, easement, transfer, registration, litigation, mortgage, pledge, or any other burden that could in any way affect their full and unconditional title and enjoyment;
e) All trademarks used by the Company, whether registered or de facto, are its exclusive property and there are no actions by third parties regarding these trademarks and rights;
f) All mandatory books, registers, and other accounting documents are duly kept and updated in accordance with the law. The Proposing Shareholder commits to indemnify and hold the Investor harmless from any devaluation, non-existence of assets, emergence of liabilities, loss, damage, burden, cost, expense of any kind, nature, and amount arising from the inaccuracy, non-conformity to truth of what is declared and guaranteed by the Proposing Shareholder in this agreement, as well as from any devaluation, non- existence of assets, emergence of liabilities or loss arising from facts, acts, or omissions occurring before the date of signing this agreement and not resulting from the financial situation as of [Date], resulting from judgments, orders, decrees, provisions of the public administration or settlement agreements related to them.
Shareholder’s Guarantees. Shareholder hereby guarantees to Buyer and becomes a surety for the performance of and compliance with all of Seller's agreements, covenants and obligations hereunder and the truth and correctness of all of Seller's representations and warranties contained herein and under all of the instruments of transfer and conveyance and other closing documents delivered by or on behalf of Seller in connection with the Closing. Any claim or right of Buyer for the failure to perform or comply with any of Seller's agreements, covenants or obligations hereunder or for the untruth or incorrectness of any of its representations or warranties contained herein may be directly enforced against Shareholder and upon or pursuing any without any notice of any kind and without first making any demand upon or pursuing any remedy against Seller. Without notice to or consent of Shareholder, Buyer and Seller may modify or change the terms of this Agreement or any obligation of Seller, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way affect Shareholder's liability hereunder. Shareholder shall execute or cause to be executed management's representation letter of Buyer's independent accountants with respect to Seller's financial statements so as to enable such accountants to certify such financial statements with no material changes.
Shareholder’s Guarantees. Messrs Ixxx Xxxx Keshet, i.d. 035904820, Axxx Xxxx Milia, i.d. 040055766, Sxxxxx Yelevitzi, i.d. 307703876 and , i.d. , shareholders in Yetsira Investment House Ltd., will serve as personal guarantors, jointly and severally, to ensure full compliance with the Investment Manager’s undertakings set out in this Agreement, and will sign the confirmation of their guarantees at the end of this Agreement.
Shareholder’s Guarantees. We the undersigned, , shareholder/s in Yetsira Investment House Ltd., after having read all provisions in the Agreement, hereby personally guarantee, jointly and severally, the full compliance of Yetsira Investment House Ltd., with all the provisions of this Agreement. In witness whereof, I/we have signed: Date: _________________ Signature:_________________
Shareholder’s Guarantees. For the avoidance of doubt, no Shareholder shall be obliged to grant any Guarantee, warranty, representation or letter of comfort in respect of any loan or other financing to be made to the Company. To the extent that any such Guarantee, warranty or representation or letter of comfort is given by more than one Shareholder, each such Shareholder shall be entitled to provide a proportional part thereof and shall indemnify the other Shareholders participating in the giving of such Guarantee, warranty or representation or letter of comfort to the level of its participation.
