TITLE GUARANTEES Sample Clauses

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.
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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).
Sample 1
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 xxxxxxxxon to incur any cost or expense unless all costs and expenses incurred are fully reimbursed by the person requiring compliance with the covenant."
Sample 1
TITLE GUARANTEES. Xxe 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 xxxxxxxion to incur any cost or expense unless all costs and expenses incurred are fully reimbursed by the person requiring compliance with the covenant."
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TITLE GUARANTEES. 3.1 The Loudwater Underlease shall, subject to this ‎Schedule 7, be granted with full title guarantee .
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Related to TITLE GUARANTEES

  • Guarantees (a) Prior to the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, reasonably cooperate and shall use their respective reasonable best efforts to, effective as of the Closing, terminate or cause to be terminated, or cause Purchaser or one of its Affiliates to be substituted in all respects for Seller or any of its Affiliates (collectively, the “Seller Guarantors”) in respect of all liabilities and obligations of the Seller Guarantors under, any Seller Guarantee listed on Schedule 5.7 to this Agreement. (b) With respect to any Seller Guarantees listed on Schedule 5.7 to this Agreement that are not terminated or for which Purchaser or one of its Affiliates has not been substituted in all respects for the applicable Seller Guarantor(s) as provided in Section 5.7(a), (i) Seller and Purchaser shall, and shall cause their respective Affiliates to, continue to reasonably cooperate and use their respective reasonable best efforts to terminate, or cause Purchaser or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations and liabilities under any such Seller Guarantees, and (ii) Purchaser shall (A) obtain and maintain in effect (including through any replacement letters of credit) one or more letters of credit, in a form and substance reasonably satisfactory to Seller and effective as of the Closing, to backstop any of the Seller Guarantors’ liabilities or obligations under any such Seller Guarantee, and (B) not, and shall not permit any of its Affiliates to, (1) renew or extend the term of, (2) increase its obligations under, (3) transfer to another third party, or (4) amend in any manner, except as contemplated pursuant to clause (i) of this Section 5.7(b) or otherwise required by this Agreement, any Contract or other obligation for which Seller or any of its Affiliates (including any Seller Guarantor) is or would reasonably be expected to be liable under any such Seller Guarantee. (c) To the extent that any Seller Guarantor has performance obligations or any other Liability under or related to any Seller Guarantee listed on Schedule 5.7 to this Agreement, in each case, if and to the extent related to the conduct of the Business or the operation of the Transferred Assets after the Closing, Purchaser shall (i) perform, pay and discharge, or cause one or more of its Affiliates to perform, pay and discharge in all respects such obligations on behalf of such Seller Guarantor or (ii) otherwise use reasonable best efforts to take such actions as reasonably requested by Seller so as to put such Seller Guarantor in the same position as if Purchaser or one or more of its Affiliates, and not such Seller Guarantor, had performed or were performing such obligations. (d) For purposes of this Section 5.7, and for the avoidance of doubt, “reasonable best efforts” shall not require Seller or Purchaser to, or to cause any of its Affiliates to, (i) make or accelerate any payment under any Indebtedness, Contract or other obligation for which a Seller Guarantor is or may be liable under any Seller Guarantee or (ii) pay any other amounts, provide other consideration or otherwise grant any accommodation to any third party.

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