Common use of Shareholder’s Guarantees Clause in Contracts

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 approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law.

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) 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 approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law. (h) 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.. Project ABBA Irrevocable Undertaking Dr Björn Eberleh (hi) As of the Signing Date, Except for the Shareholder’s entering existing employment agreement entered into this Agreement between the Target and the performance Shareholder, there are no agreements between (i) the Target Group on the one hand and (ii) the Shareholder and/or their respective Affiliates, any person close (nahestehend) to the Shareholder and/or their respective Affiliates or any of their direct or indirect shareholders within the meaning of IAS 24 or affiliated companies within the meaning of section 15 et. seq. of the Shareholder’s respective obligations hereunder neither require any approval or consent by any court, governmental authority or AktG of such persons (the persons under this clause 4.2(d)(ii) collectively the Related Persons) on the other third party hand (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable lawcollectively the Related Persons Agreements).

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 The BSLDev must not undertake any activity including (without limitation) entering into a contract or similar proceedings in any jurisdiction have been commenced arrangement to provide services or applied for with respect to the Shareholder and the Shareholder is not unable to pay its due debts obtaining external borrowings from a financial institution (zahlungsunfähigor other third party) that requires one or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge more of the Shareholder (as defined in clause 4.2)Parties to give a guarantee, as bond or other security without the prior written consent of all of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to the ShareholderParties. (b) The information contained 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 Preamble the Agreed Proportions; and (Bii) 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 correct ultimately borne by the Parties in the Agreed Proportions and not misleadingaccordingly, further agree to indemnify each other against any such liability. (c) The Shareholder is Where the sole legal Parties have agreed to provide such security and beneficial owner some but not all of the Shareholder’s SharesParties 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) The Shareholder’s Shares have been fully paid up Any guarantee, bond, undertaking or other security given, either jointly, or jointly and no contributions have been returned (Einlagenrückgewähr) 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 respect thereof. (e) The Shareholder is entitled to freely dispose accordance with the terms of the JVA (“Leaving 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)remaining shareholder(s) will in proportion to their shareholdings, and (ii) not subject indemnify the Leaving Shareholder against any liabilities referred to any options, pre-emption rights, rights of first refusal or similar rights of third parties. (f) The Shareholder’s Shares are held by in this clause which arise after the Leaving Shareholder for its own risk and account and are not subject ceases 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 be a timely and proper manner. (h) As of the Signing Date, the Shareholder’s entering into this Agreement shareholder and the performance of remaining shareholders will use their collective best endeavours to have the Shareholder’s respective obligations hereunder neither require Leaving Shareholder released from any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable lawliability under this clause.

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 approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law. (h) 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. Project ABBA Irrevocable Undertaking Xxxxxxx Xxxxxx (i) Except for the Shareholder’s existing employment agreement entered into between the Target and the Shareholder, there are no agreements between (i) the Target Group on the one hand and (ii) the Shareholder and/or their respective Affiliates, any person close (nahestehend) to the Shareholder and/or their respective Affiliates or any of their direct or indirect shareholders within the meaning of IAS 24 or affiliated companies within the meaning of section 15 et. seq. of the AktG of such persons (the persons under this clause 4.2(d)(ii) collectively the Related Persons) on the other hand (collectively the Related Persons Agreements).

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) The Shareholder is a limited liability company (Gesellschaft mit beschränkter Haftung), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. (b) The Shareholder has the corporate power and authority and has obtained all corporate authorisations to enter into this Agreement and all ancillary agreements hereto and to perform its obligations hereunder and thereunder. (c) 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 over-indebted (überschuldet) or 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(m)), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to the Shareholder. (bd) The information contained in Preamble (B) is correct and not misleading. (ce) The Shareholder is the sole legal and beneficial owner of the Shareholder’s Shares. (df) The Shareholder’s Shares have been fully paid up and no contributions have been returned (Einlagenrückgewähr) in respect thereof. (eg) 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. (fh) 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. (gi) 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 approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law. (j) 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 approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law.