CAPACITY AND TITLE WARRANTIES Sample Clauses

CAPACITY AND TITLE WARRANTIES. 1.1 Each of the Vendors is entitled to sell and transfer the full legal and beneficial ownership in their respective Sale Shares (which represent his entire shareholding in the Target Group) to the Purchaser on the terms set out in this Agreement.
Sample 1
AutoNDA by SimpleDocs
CAPACITY AND TITLE WARRANTIES. The Sale Shares constitute the entire issued share capital of the Target and one-half of the issued share capital of BBL Australia.
Sample 1
CAPACITY AND TITLE WARRANTIES. 1.1 The Sale Shares constitute the entire issued share capital of the Target and each of the Majority Vendors is entitled (in the case of the Trustees in their capacity as trustees) to sell and transfer the full legal and beneficial ownership in their respective Sale Shares to the Purchaser on the terms set out in this Agreement. 1.2 The information set out in Parts 1 and 2 of the Schedule is true and accurate in all respects. 1.3 Each of the Majority Vendors has the necessary power, authority and capacity to enter into and perform this Agreement and (in the case of Mr Ixx Xxxxxx xxxy) the Tax Deed respectively and this Agreement constitutes valid and binding obligations of each of the Majority Vendors in accordance with its terms. 1.4 The execution and delivery of, and the performance by the Majority Vendors (or any of them) of their obligations under this Agreement will not:- (a) result in a breach of, or constitute a default under, any instrument to which the Majority Vendors (or any of them) are a party or by which the Majority Vendors are bound; or (b) result in a breach of any order, judgement or decree of or undertaking to any court or Government Body to which the Majority Vendors (or any of them) are bound. 1.5 There is no option, right to acquire, restriction, mortgage, charge, pledge, lien or other form of security or encumbrance or other form of agreement (whether present, future, conditional or otherwise) (including conversion rights and rights of pre-emption) on, over or affecting any of their Sale Shares (or any unissued shares, debentures or other securities of any of the members of the Target Group) or the right of the Majority Vendors (or any of them) to transfer their Sale Shares and there is no agreement or commitment to give or create any of the foregoing, and no claim has been made by any person to be entitled to any of the foregoing.
Sample 1

Related to CAPACITY AND TITLE WARRANTIES

  • General Warranties Seller warrants that (a) Goods are new and do not contain any used or reconditioned parts or materials, unless otherwise specified or approved by AGILENT; (b) Goods are manufactured by or for the original manufacturer and do not contain any counterfeit materials. (c) Goods and results of the Services do not use or incorporate any freeware, shareware or open source software, unless otherwise specified or approved by AGILENT; and (d) all Services shall be performed in a professional manner.

  • Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows:

  • Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY All representations and warranties of the Depositor contained in this Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any controlling person in respect of such Underwriter, and shall survive delivery of the Certificates to the Underwriters.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!