Guarantees. 1. The contractual partner is obliged to make any complaints concerning defects in writing to MESSE ESSEN GmbH immediately. MESSE ESSEN GmbH must always have the opportunity to remedy the defect twice. lf it concerns a used item, the warranty is limited to rectification of defects. MESSE ESSEN GmbH is free to supply replacements at any time.
Guarantees. 6.1 FhG is not liable for any infringements or damages of third parties' rights in consequence of PVN’s exploitation of the Know-how, except with respect to claims made by FhG employees or workers with respect to the validity of this license Contract, or rights owning to said FhG employees or workers with respect thereof.
Guarantees. Die Cormoran GmbH übernimmt die Ga- rantie, dass: Cormoran GmbH guarantees:
Guarantees. By the later of (x) the date falling twenty Business Days after the Transaction Effective Date and (y) April 15, 2023, the obligations under the Notes shall be guaranteed by LuxCo 1, the
Guarantees. By the later of (x) the date falling twenty Business Days after the Transaction Effective Date and (y) April 15, 2023, the obligations under the Notes shall be guaranteed by LuxCo 1, the Collateral LuxCos, Consus Real Estate AG and the other Subsidiaries of the Issuer as set out in Annex 6 hereto. The relevant guarantees (the “Guarantees”) shall be granted to the Security Trustee pursuant to the Intercreditor Agreement and shall not create any direct claims of the Holders but shall be held, administered and enforced by the Security Trustee in accordance with the Intercreditor Agreement for the benefit of, inter alios, the Priority Creditors and the Holders. Upon enforcement of any of the Guarantees, all proceeds from such enforcement shall be applied in accordance with the Intercreditor Agreement, first towards the claims of the Priority Creditors and thereafter towards the claims of the Holders. Subject to the terms of the Intercreditor Agreement, certain other financial indebtedness (including certain Refinancing Indebtedness) of the Issuer and/or its Subsidiaries will be permitted to be secured by the Guarantees in the future and may rank senior to the obligations under the Notes.
Guarantees. LuxCo 1 and each Collateral LuxCo and the Subsidiaries of Adler Group S.A. and Consus Real Estate AG listed in Annex 6 (the "Guarantors") will guarantee (the "Guarantees") the payment to the holders (the "Secured Parties") under the Stabilization Priority Indebtedness, the Convertible Notes, the Loan Notes, the Notes, any Permitted 2023 Refinancing Instrument and the CVR (as defined below). 1 Note: Capitalised terms not otherwise defined in this document shall have the meaning given to them in the Terms & Conditions of the Notes. Prior to, or at the time of, the grant of the Transaction Collateral which will secure the payment to the Secured Parties under the Stabilization Priority Indebtedness, the Convertible Notes, the Loan Notes, the Notes, any Permitted 2023 Refinancing Instrument and the CVR − the Issuer; − the other providers of the Transaction Collateral (including LuxCo1 and the Collateral LuxCos), and certain Subsidiaries of the Issuer which are parties to intragroup loans; − the Guarantors; − a newly founded orphan SPV financed through the issuance of bonds (the "Stabilization Lender") which will fund the Stabilization Priority Indebtedness to the Issuer (and through a loan made by the Issuer to Adler Real Estate AG indirectly to Adler Real Estate AG), Consus Real Estate AG and, as the case may be, certain real estate owning Subsidiaries of the Issuer and Consus Real Estate AG; − Global Loan Agencies Services GmbH or any of its successors as security trustee for (the "Security Trustee"); − Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, having its seat in Berlin, registered in the commercial register of the Local Court of Charlottenburg under HRB 101036 as common representative (Gemeinsamer Vertreter) of the holders (the "Holders") of each of the series of the Notes other than the Convertible Notes (whether there is only one or different representatives for each different issue of Notes from time to time the "Notes Representative"); and − certain other administrative parties as required will enter into an intercreditor agreement (the "Intercreditor Agreement"). The Intercreditor Agreement will govern, inter alia, the administration and enforcement of the Guarantees and the Transaction Collateral and the distribution of the proceeds from such enforcement and the relationship between
Guarantees. Der Verkäufer garantiert dem Käufer, dass The Seller hereby guarantees to the Purchaser that