handled internally among ManCo and its Affiliates.
6.6
THE PROPCO BUYERS SHALL ASSUME THE MAINTENANCE, SUPPLY AND
OTHER PROPERTY RELATED AGREEMENTS LISTED IN ANNEX 6.6. WITH REGARD TO THE
ASSUMED AGREEMENTS, CLAUSE 3.2 OF THE OPCO AGREEMENT APPLIES MUTATIS MUTANDIS.
7.
GUARANTEES, INDEMNITIES
7.1
THE SELLER PROPCOS SHALL GRANT UNRESTRICTED POSSESSION OF AND
TITLE TO THE PROPERTIES FREE OF THE ENCUMBRANCES IN ACCORDANCE WITH CLAUSE 5.1.
7.2
THE PROPERTIES ARE SOLD AND TRANSFERRED IN THEIR PRESENT
CONDITION, WHICH IS KNOWN TO THE PROPCO BUYERS, UNLESS OTHERWISE AGREED UNDER
THIS PROPCO AGREEMENT, AND THE PROPCO BUYERS REVIEWED THE PROPERTIES AS
DESCRIBED IN "WHEREAS (D)" ABOVE. TO THAT EXTENT, THE PROPCO BUYERS' RIGHTS
BECAUSE OF DEFECTS (AS TO THE PROPERTIES AND BUILDINGS), IN PARTICULAR WITH
RESPECT TO ANY APPARENT OR HIDDEN DEFECTS, ARE EXCLUDED TO THE MAXIMUM EXTENT
PERMITTED BY LAW UNLESS A SPECIFIC CONDITION IS AGREED UPON IN THIS PROPCO
AGREEMENT. THE SELLER PROPCOS DO NOT OWE (NOR GUARANTEE OR REPRESENT) A
PARTICULAR SQUARE MEASURE (FLÄCHENMASS) OR GIVE ANY GUARANTEES WITH RESPECT TO
CERTAIN FIRE INSURANCE VALUES, UNLESS OTHERWISE AGREED UNDER THIS PROPCO
AGREEMENT. THE SELLER PROPCOS HEREWITH ASSIGN (TO THE EXTENT LEGALLY
PERMISSIBLE) TO PROPCO BUYERS, WHICH ACCEPT SUCH ASSIGNMENT, ANY RECOURSE CLAIMS
AGAINST THEIR PREDECESSORS IN TITLE (VOREIGENTÜMER) UNDER THE CONDITION
PRECEDENT (AUFSCHIEBENDE BEDINGUNG) OF FULL AND FINAL PAYMENT OF THE AGGREGATE
PURCHASE PRICE (AS DEFINED IN CLAUSE 16.1).
PropCo Agreement
7.3
EACH OF THE SELLER PROPCOS GUARANTEES, WITH RESPECT TO ITS
RESPECTIVE PROPERTY, 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 SHALL 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 -THAT AT THE SIGNING DATE AND AT THE PAYMENT DATE (PROVIDED THAT
SUCH GUARANTEES WHICH ARE SUBJECT TO KNOWLEDGE (KNOWLEDGE MEANS THE ACTUAL
KNOWLEDGE OF THOSE PERSONS LISTED IN ANNEX 7.3) SHALL ONLY BE GIVEN AS OF THE
SIGNING DATE AND THAT GUARANTEES WHICH ARE EXPRESSLY GIVEN AS OF A SPECIFIC DATE
SHALL BE TRUE AND CORRECT ONLY AS OF SUCH DATE):
7.3.1
THEY ARE THE UNRESTRICTED LEGAL OWNERS OF THE PROPERTIES; THE
PROPERTIES ARE NOT SUBJECT TO ANY CONVEYANCE (AUFLASSUNG), DISPOSITION
(VERFÜGUNG) OR ANY SALE, CONTRIBUTION OR OTHER CONTRACTUAL ARRANGEMENT CREATING
AN OBLIGATION TO TRANSFER THE PROPERTIES OR TO CREATE OR CHANGE ANY ENCUMBRANCES
UNLESS EXPRESSLY PROVIDED FOR IN THIS PROPCO AGREEMENT AND AS LISTED IN
ANNEX 7.3.1; NO CHANGES IN THE LAND REGISTER OR PUBLIC EASEMENT REGISTER TO THE
STATUS AS DESCRIBED ABOVE IN CLAUSE 1 HAVE BEEN REGISTERED OR APPLIED FOR,
UNLESS EXPRESSLY STATED DIFFERENTLY IN THIS PROPCO AGREEMENT;
7.3.2
TO THE KNOWLEDGE OF THE RESPECTIVE SELLER PROPCOS, THE
PROPERTIES ARE NEITHER LOCATED IN A REFURBISHMENT AREA, A DEVELOPMENT AREA,
REAPPORTIONMENT AREA, AN AREA THAT IS SUBJECT TO A DEVELOPMENT FREEZE, NOR AN
AREA SUBJECT TO