BY THE PROPCO BUYERS IN
ADDITION TO THE FF&E PURCHASE PRICE PURSUANT TO CLAUSE 14.1, AND THE SELLERS
SHALL ISSUE A REVISED INVOICE IN ACCORDANCE WITH APPLICABLE VAT LAW. THE
RELEVANT PROPCO BUYER SHALL WITHOUT UNDUE DELAY COOPERATE TO SETTLE EACH
SELLER'S VAT POSITION (INCLUDING BY CORRECTING INVOICES AND RETURNS) IN
ACCORDANCE WITH APPLICABLE VAT LAWS. THE RELEVANT SELLER OPCO SHALL PROVIDE ALL
INFORMATION AND DELIVER COPIES OF DOCUMENTS FOR THE CONDUCT OF AN INPUT VAT
READJUSTMENT ACCORDING TO § 15A USTG (UMSATZSTEUERBERICHTIGUNG) WITHIN ONE (1)
MONTH AFTER THE PAYMENT DATE.
15.
GUARANTEES
15.1
EACH OF THE SELLER OPCOS GUARANTEES WITH RESPECT TO ITS
RESPECTIVE FF&E BY WAY OF AN INDEPENDENT GUARANTEE WITHIN THE MEANING OF § 311
PARA. 1 BGB (SELBSTÄNDIGES GARANTIEVERSPRECHEN I.S.D. § 311 ABS. 1 BGB) - IT
BEING UNDERSTOOD THAT THE STATEMENTS NEITHER CONSTITUTE A QUALITY GUARANTEE
CONCERNING THE OBJECT OF THE PURCHASE WITHIN THE MEANING OF § 443 BGB (GARANTIE
FÜR DIE BESCHAFFENHEIT DER SACHE I.S.D. § 443 BGB) NOR A GUARANTEE AS TO
QUANTITY - WITH RESPECT TO THE FF&E THAT AT THE SIGNING DATE AND AT THE PAYMENT
DATE (PROVIDED THAT SUCH GUARANTEES WHICH ARE SUBJECT TO THE KNOWLEDGE OF THE
SELLERS ARE ONLY GIVEN AS OF THE SIGNING DATE AND THAT GUARANTEES WHICH ARE
EXPRESSLY GIVEN AS OF A SPECIFIC DATE ARE TRUE AND CORRECT ONLY AS OF SUCH
DATE):
15.1.1
THE SELLER OPCOS HOLD FULL TITLE TO THE LEGAL OWNERSHIP TO THE
FF&E;
15.1.2
AS OF THE PAYMENT DATE AND UPON PAYMENT OF THE AGGREGATE PURCHASE
PRICE, THE FF&E ARE NOT PLEDGED OR OTHERWISE ENCUMBERED WITH RIGHTS OF THIRD
PARTIES OTHER THAN STATUTORY LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS;
15.1.3
TO THE KNOWLEDGE OF THE SELLERS THE FF&E HAS IN GENERAL BEEN
PROPERLY MAINTAINED, IS GENERALLY IN GOOD WORKING ORDER AND REPAIR (NORMAL WEAR
AND TEAR EXCEPTED), AND IS GENERALLY FIT FOR THE INTENDED USE. THE FF&E IS
SUFFICIENT FOR THE CURRENTLY CONDUCTED BUSINESSES;
15.1.4
AS OF THE PAYMENT DATE, THE FF&E IS AVAILABLE AT THE PROPERTIES AS
DESCRIBED IN ANNEX 10.1 SUBJECT ONLY TO NORMAL WEAR AND TEAR AND AS REPLACED IN
THE ORDINARY COURSE OF BUSINESS; AND
15.1.5
AS OF THE DATE OF THIS PROPCO AGREEMENT, THERE ARE NO PENDING
DISPUTES AND NO PENDING (RECHTSHÄNGIG OR, TO THE KNOWLEDGE OF THE SELLERS,
ANHÄNGIG) LITIGATION, EITHER BEFORE A COURT, AN ARBITRATION TRIBUNAL, AN
ADMINISTRATION OR OTHERWISE, CRIMINAL PROCEEDINGS OR INVESTIGATIONS OR OTHER
PropCo Agreement
INVESTIGATIONS BY ANY AUTHORITY, RELATING TO ANY OF THE FF&E, AND
TO THE KNOWLEDGE OF THE SELLERS NO SUCH DISPUTES, LITIGATION PROCEEDINGS OR
INVESTIGATIONS HAVE BEEN THREATENED IN WRITING (IN EACH CASE IN EXCESS OF EUR
25,000) EXCEPT AS EXPRESSLY DISCLOSED IN ANNEX 15.1.5.
15.2
WITH EFFECT AS OF THE PAYMENT DATE, THE SELLER OPCOS HEREBY
ASSIGN TO THE PROPCO BUYERS ANY AND ALL POSSIBLY EXISTING RIGHTS TO THE EXTENT
ASSIGNABLE (INCLUDING WARRANTY RIGHTS (GEWÄHRLEISTUNGSRECHTE) UNDER AND IN
CONNECTION WITH THE FF&E. THE PROPCO BUYERS HEREWITH ACCEPT SUCH ASSIGNMENT.
PropCo Agreement
PART