TITLE GUARANTEES Sample Clauses
TITLE GUARANTEES. The Seller sells the Property with full title guarantee subject to the following modification:- "The covenant set out in s.2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to any ▇▇▇▇▇▇▇▇on to incur any cost or expense unless all costs and expenses incurred are fully reimbursed by the person requiring compliance with the covenant."
TITLE GUARANTEES. 3.1 The Loudwater Underlease shall, subject to this Schedule 7, be granted with full title guarantee .
TITLE GUARANTEES. 8.1 Each Existing Shareholder hereby guarantees, subject to any applicable limitations contained in this Investment Agreement, to the Investor by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to section 311 (1) Civil Code that the statements set forth in Section 8.1.1 through (and including) Section 8.1.4 (collectively the “Title Guarantees” and each a “Title Guarantee”) are true and correct as of the Signing Date and the Closing Date:
8.1.1 The Existing Shareholder has full power and authority to enter in and perform this Investment Agreement, and this Investment Agreement constitutes valid and binding obligations of the Existing Shareholder in accordance with the terms herein.
8.1.2 The Existing Shareholder is the sole legal and beneficial owner of the shares in the Company allocated to it in the current list of shareholders in Annex 8.1.2.
8.1.3 The shares held by the Existing Shareholder are validly issued and fully paid in. The respective share capital (Stammeinlage) has not been directly or indirectly repaid (whether openly or concealed) to the relevant Existing Shareholder (Rückgewähr von Einlagen). No hidden contributions in kind (verdeckte Sacheinlagen) have been made. There exist no obligations to make further contributions (Nachschusspflichten).
8.1.4 The shares of the Existing Shareholder are free of any encumbrances, liens or other third party rights in rem or by contractual agreement (other than those under this Investment Agreement, the Shareholders’ Agreement and the Company’s articles of association).
8.2 The Parties agree and explicitly confirm that the Title Guarantees do not constitute and shall not be qualified as an agreement on the legal and factual nature (Beschaffenheitsvereinbarung) within the meaning of section 434 (1) Civil Code nor as a quality guarantee for certain features of goods sold (Garantie für die Beschaffenheit der Sache) within the meaning of section 443 and section 444 Civil Code.
TITLE GUARANTEES. The Company hereby represents and warrants to the Foundation regardless of fault or negligence by way of an independent guarantee (selbständiges Garantieversprechen) (section 311 paragraph 1 of the German Civil Code (Bürgerliches Gesetzbuch)) that as of the date hereof and as of the Closing Date:
(a) The Company has been duly incorporated under German law and is validly existing as a Societas Europaea (SE).
(b) The Shares held by each Shareholder are validly issued and fully paid in. There has been no direct or indirect repayment (whether openly or concealed) of contributions to a Shareholder (Rückgewähr von Einlagen). No hidden contributions in kind (verdeckte Sacheinlagen) have been made. There exist no obligations to make further contributions (keine Nachschusspflichten).
(c) The Foundation Shares will be free of encumbrances and any rights of third parties and are not subject to any disposal restrictions, in each case subject to the Shareholders’ Agreement.
(d) The Company has unrestricted economic and legal authority and capacity to enter into this Investment Agreement and to issue new shares, which has been duly authorized by all necessary corporate and/or legal action and is in compliance with the Shareholders’ Agreement and any other agreements between the Company and its shareholders.
(e) Upon the Shares having been validly subscribed for by the Foundation, the Foundation having made its contribution and the Registration having occurred, the Foundation will hold full legal and economic title to the Foundation Shares.
(f) This Investment Agreement and the Shareholders’ Agreement have been duly executed by or on behalf of the Company and constitute their legal, valid and binding obligations enforceable under applicable law against the Company in accordance with its terms. (the Title Guarantees).