COMPANY’S WARRANTIES a. Company has full capacity, power and authority to enter into this Agreement; and during the continuance of this Agreement, will continue to have full capacity, power and authority to act as company under this Agreement and to carry out and perform all its duties and obligations as contemplated herein and has already taken and will continue to take all necessary and further actions to authorise, the execution, delivery and performance of this Agreement.
b. Company has the necessary skills, knowledge, experience, expertise, capital, net worth, adequate and competent personnel, systems and procedures, infrastructure including adequate office space to duly perform its obligations in accordance with the terms of this Agreement and to the satisfaction of Client.
c. Company has not and will not violate, breach any covenants, stipulations or conditions of any agreement, deed entered into by the Company with any third party.
d. Company has complied with and shall continue to comply with the Guidelines issued by the national and local authorities, which are applicable for the provision of Services.
COMPANY’S WARRANTIES. 5.1 The Company warrants to the Investor that each Warranty is true and accurate in all respects at the date of this Agreement and at the Completion Date as if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Date, provided that, if Completion occurs on the Postponed Completion Date (as such term is defined in the ATA) as a result of a request by the Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date (as such term is defined in the ATA), references to the “Completion Date” in this sub-clause 5.1 shall be deemed to be references to the Initial Completion Date.
5.2 The Investor acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties.
5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.
5.4 The Company shall cease to have any liability in respect of the Warranties on the third anniversary of Completion except in respect of a claim of which the Investor has given notice to the Company before the third anniversary of Completion.
5.5 The Investor’s rights and remedies in respect of any breach of any of the Warranties shall not in any respect be extinguished or affected by Completion.
5.6 The Company undertakes to notify the Investor in writing if anything (including, for the avoidance of doubt, any omission) occurs or is threatened or impending which results in, or which may result in, or which may constitute, a breach of any of the Warranties promptly upon it coming to its notice, both before or at the time of Completion. Any notification pursuant to this clause 5.5 shall not operate as a disclosure against the Warranties and the Warranties shall not be subject to any such notification.
COMPANY’S WARRANTIES. Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
COMPANY’S WARRANTIES. 12.1 Except as disclosed in or pursuant to the Disclosure Letter, the Company represents and warrants to, and covenants with, Investor that the representations, warranties and covenants as set out in Schedule 2 to this Agreement (the Company’s Warranties) are, on and as of the Signing Date until the Closing Date, and will be, on the Closing Date true and correct. The Disclosure Letter shall be executed by the Parties concurrently with this Agreement.
COMPANY’S WARRANTIES. Company represents and warrants to Manufacturer that Company’s performance of its obligations under this Agreement shall not result in a material violation or breach of any agreement, contract, commitment or obligation to which Company is a Party or by which it is bound and shall not conflict with or constitute a default under its corporate charter or bylaws.
COMPANY’S WARRANTIES. Company warrants that has complied with and shall continue to comply with the Guidelines which are applicable for the provision of the Services.
COMPANY’S WARRANTIES. In accordance with Article 431.2 of the CC RF the Company gives the following Warranties to the Sellers and the Buyer respectively, all of which are made as of the Signing Date (unless otherwise specified below):
COMPANY’S WARRANTIES. Section 12.1 The Company represents and warrants (garandeert) to Buyer that, on the date hereof and at Completion each of the following statements is true and accurate:
(a) it has the requisite power and authority to enter into and perform this Agreement;
(b) subject to the Completion Conditions being satisfied in accordance with Article 4, it has the right to sell and on Completion will have the right to transfer or assign (as the case may be) to Buyer full legal title to and beneficial interest (volledig economisch en juridische eigendom) in the Business on the terms and conditions set out in this Agreement;
(c) its obligations under this Agreement constitute binding obligations in accordance with its terms; and
(d) the execution and delivery of, and the performance by it of its obligations under, this Agreement:
(i) will not result in a material breach of any provision of its articles of association; and
(ii) will not result in a breach of any order, judgment or decree of any court or Governmental Authority to which it is a party or by which it is bound. The representations and warranties of the Company set forth herein shall continue until Completion, and shall terminate and be of no further force or effect immediately thereafter.
COMPANY’S WARRANTIES. Section 5.1
COMPANY’S WARRANTIES. Each of the Founder Parties and the Group Companies hereby jointly and severally warrants to the Investor that, subject to such exceptions as may be specifically set forth in the Disclosure Schedule which exceptions shall be deemed to be part of the Warrantors Warranties, the Warrantors Warranties are true and correct at the date of this Agreement and at the First Closing Date and the Second Closing Date subject to Section 4.2.
