Business Warranties. Corporate Information Accounts General
Business Warranties. Each of the F-star Parties (for itself and for each of the other F-star Parties) warrants to Ares that, except as Fairly Disclosed in Schedule 11.2A, each of the F-star Business Warranties is, as of the Effective Date, true and accurate.
Business Warranties. 21 4.19 Litigation.......................................................21 4.20
Business Warranties. All equipment installed or sold by the Seller or the Subsidiary (including, without limitation, any Cable System Assets) and any services rendered by either in connection with the Business have been in conformity with all applicable contractual commitments, customer specifications, expressed or implied warranties and laws and regulations, except for such instances of nonconformance which would not have a Material Adverse Effect. No liability or claim exists, nor is the Seller aware of any reasonable basis for any liability or claim arising, which could have a Material Adverse Effect, for repair, replacement, or damage in connection with such installations or sales or performance of services, other than those resulting from the ordinary wear and tear on the Cable System Assets relating thereto.
Business Warranties. Corporate organisation and business
10. Details of the Group as set out in Schedule 2 are accurate and complete. The copies of the memorandum and articles of association and corporate documents of the Company and the Subsidiaries disclosed to the Buyer or its advisers are true, accurate and complete.
11. The Company:
(a) does not hold or beneficially own, or has agreed to acquire, any securities of any corporation other than the Shares that it beneficially owns in the Subsidiaries; or
(b) has not allotted or issued any securities that are convertible into shares.
12. Somervet Limited is a dormant company.
Business Warranties. The Company warrants to the Buyer that, at the date of this Agreement, each of the Business Warranties is true and accurate by reference to the Events now subsisting.
Business Warranties. 4.1 So far as the Seller is aware, the Company has (and no officer, agent, employee or other person acting or performing services for or on behalf of the Company, has in the course of their duties) done or omitted to do any act or thing in contravention of any applicable law or regulation in any jurisdiction in which the Company operates.
4.2 So far as the Seller is aware, the Company holds, and has at all times held, all material registrations, licences, authorisations and consents necessary to own and operate its assets and carry on its business in all jurisdictions in which it now carries on business.
4.3 So far as the Seller is aware, the Company is not, or has not been, in material breach of any material provision of any material registration, licence, authorisation or consent referred to in paragraph 4.2.
4.4 The Company has not, and so far as the Seller is aware no manager, director, officer, agent, distributor, employee or other person acting on behalf of or in the name of the Company has: (i) offered or used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political campaign or activity; (ii) offered or made a direct or indirect unlawful payment or conveyance of something of value to any foreign or domestic government official, employee or political candidate or established or maintained any unlawful or unrecorded funds; (iii) violated any provision of the US Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any law equivalent to the FCPA or concerning such unlawful payments or gifts in any jurisdiction; (iv) offered or given any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value to any foreign or domestic government official or employee of any Authority; (v) received any unlawful discounts or rebates in violation of any law relating to anti-trust or competition; or (vi) breached or waived any code of ethics or similar foreign, federal or state policy regarding business conduct.
4.5 So far as the Seller is aware, the Company is not, nor is any manager, director, officer, agent, distributor, employee or other person acting on behalf of or in the name of the Company: (i) subject to, or controlled by, a person who is subject to the sanctions administered by the Office of Foreign Assets Control of the US Department of the Treasury or is included on any list of restricted entities, persons or organizations publish...
Business Warranties. Notwithstanding the provisions of clause 1.1 of this Agreement, in this part B of schedule 3 the expression “Group Company” shall exclude both MDC Astron International Limited and Astron BSL Limited.
Business Warranties. (A) the Business Warranties were true and accurate as at the date of this agreement and as of Completion except where such failure to be so true and accurate (without regard to “materiality,” and similar qualifiers contained in such warranties) would not, in the aggregate, reasonably be expected to have a Material Adverse Change; provided that the Business Warranties that speak as of a specified date or period of time shall only be required to have been, and to be, true and correct only as of such date or period of time; and
Business Warranties. 6.1. The Client acknowledges and agrees that:
(a) It will use its best efforts to carry out the Booking in accordance with the Conditions and/or Promotional Materials featured on the Listing, the Details and/or any other representations made via SocialQ;
(b) If a Booking (whether completed or not), the Details, and/or Preferences is unable to be completed, SocialQ may suggest alternative options to Customers;
(c) That all Data uploaded to SocialQ is current, true and accurate and does not contain any viruses, tracking software or other programming algorithms that may interfere with our privacy, data or computer systems;
(d) It may use SocialQ to store and record Customer contact details and any other relevant information in connection with the Booking for the purposes of government and/or regulatory compliance, including but not limited Coronavirus (COVID-19) requirements (“Record Keeping”);
(e) Where a Client contacts a Customer directly, it is responsible for all the fees associated with contacting the Customer including phone calls charges;
(f) That the contract formed between the Client and the Customer from a Booking is solely between the Client and such Customer, and we are not a party to such contract, nor do we assume any responsibility arising out of or in connection with such contract;
(g) The Client has the necessary right, title and interest (including but not limited to applicable copyright) to list the Store on SocialQ, and in doing so warrants that no third-party rights or applicable laws are infringed;
(h) That if the Client is using SocialQ or agreeing to these Terms of Use on behalf of multiple Stores, another person or entity, including but not limited to a company or other organisation, the Client represents and warrants that they have the power and authority to bind such Stores, person or entity to the terms of this Agreement;
(i) Any Customer personal information provided to the Seller, including but not limited to a Customer’s credit or debit card details, full name and contact information, will be managed in accordance with the Australian Privacy laws and used solely in connection with carrying out the applicable Bookings;
(j) That we can use and share with our commercial partners non-identifying aggregate data relating to the number of Bookings made per half hour period via SocialQ; and
(k) That we will not be in any way liable to the Client, Store, Customer or any third party for any indirect, consequential, exemplary, incidental,...
