Common use of Buyer’s Warranties Clause in Contracts

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXX.

Buyer’s Warranties. Buyer hereby represents to Seller as Sellex xs of the Effective Date and again as of XXX COE that: (a) Buyer has full power and authority to executeexexxxe, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXXCOE, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXCOE. Buyer shall and does hereby indemnify against and hold Seller harmless hxxxless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXXCOE.

Buyer’s Warranties. Buyer hereby represents 11.1 The Buyers acknowledge that they have not been induced to Seller enter into this Agreement by any representation or warranty other than the Warranties. 11.2 The Buyers warrants to the Sellers as of the Effective Date and again date hereof as of XXX thatfollows: (a) Buyer 11.2.1 Each of the Buyers has full power and authority without requiring the consent of any other person, and has taken all necessary actions, to execute, deliver enter into and exercise its rights and perform its obligations under this Agreement as well as under and all other documents to be executed by it at Completion. 11.2.2 This Agreement and all other documents to be executed by the Transfer DocumentsBuyers at Completion will, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledgewhen executed, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any constitute lawful, valid and binding obligations of the documents, specimens of which are attached hereto as Exhibits;Buyers in accordance with their respective terms. (c) the 11.2.3 The execution, delivery and performance by the Buyers of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge violation of any information regarding law applicable or relating to the Buyers or a violation of any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller organisational documents of the same Buyers. 11.2.4 Each of the Buyers is a company duly organised, validly existing and in writing; andgood standing under the laws of its jurisdiction of organisation. (e) all representations made 11.2.5 The Buyers currently have sufficient immediately available funds in this Agreement by Buyer shall survive cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the execution Purchase Price and delivery of to pay any other amounts payable pursuant to this Agreement and XXX. Buyer shall to effect the Transaction. 11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 0 and does hereby indemnify 0 are required by Applicable Law to implement the Transaction. 11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer the Buyers or any material breach of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of Buyer's warranties. Buyer's indemnity the Buyers to complete the Transaction in any respect. 11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and hold harmless obligations shall survive XXXaccurate with respect to such Buyers’ Subsidiary as of the Completion Date.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's ’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) Buyer is not an employee benefit plan (a “Plan”) subject to ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), assets of a Plan are not being used to acquire the Property, Buyer is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any Plan that is an investor in Seller, and Buyer’s acquisition of the Property will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; (e) Buyer represents and warrants to Seller that Buyer is currently in compliance with and shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto. With respect to parties owning direct or indirect interests in Buyer or any affiliate of Buyer, Seller acknowledges that Buyer has relied exclusively on its U.S. broker-dealer network to implement the normal and customary investor screening practices mandated by FINRA regulations and applicable law in making the foregoing representation; (f) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (eg) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX for a period of six months after XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' ’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's ’s warranties. Buyer's ’s indemnity and hold harmless obligations shall survive XXX for a period of six (6) months after XXX.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX, for a period of six (6) months after the XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, fees which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXXXXX through said six-month period.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX CXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's ’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXXCXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXCXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' ’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's ’s warranties. Buyer's ’s indemnity and hold harmless obligations shall survive XXXCXX.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's ’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits;; and (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should . Should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all . All representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' ’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's ’s warranties. Buyer's ’s indemnity and hold harmless obligations shall survive XXX.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits, or impact Buyer's ability to fulfill its obligations contained herein; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 15 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, fees which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXX.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens the approved forms of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's ’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documentsTransfer Documents, specimens the approved forms of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens the approved forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXXXX for a period of one (1) year. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' ’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's ’s warranties. Buyer's ’s indemnity and hold harmless obligations shall survive XXXXXX for a period of one (1) year.

Buyer’s Warranties. Buyer hereby represents and waxxxnts to Seller as of the Effective Date and again as of XXX that: (a) a. Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) b. there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) c. the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) d. should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXXCOE, Buyer will promptly notify Seller of the same in writing; and (e) e. all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXCOE for a period of one (1) year. Buyer shall and does hereby indemnify indemnxxx against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXXCOE, provided that any claim for indemnity must be asserted within oxx (1) year after COE.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX COE that: (a) Buyer has full power and authority to executeexexxxe, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXXCOE, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXCOE for a period of two hundred seventy (270) days. Buyer shall and does xxxs hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXXCOE.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (c) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing; and (e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXXXX for a period of six (6) months. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warranties. Buyer's indemnity and hold harmless obligations shall survive XXXXXX for a period of six (6) months.

Buyer’s Warranties. Buyer hereby represents to Seller as of the Effective Date and again as of XXX that: (ai) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (bii) there are no actions or proceedings pending or to Buyer's knowledge, after due inquiry, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, specimens of which are attached hereto as Exhibits; (ciii) the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound; (div) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section Article 14 after the Effective Date and prior to XXX, Buyer will promptly immediately notify Seller of the same in writing; and (ev) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXXXXX for a period of one (1) year. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys' fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer's warrantieswarranties during said one (1) year period. Buyer's indemnity and hold harmless obligations shall survive XXXXXX for a period of one (1) year.