Exclusions from Warranty Claims. No facts or circumstances will give rise to a Warranty Claim to the extent that those facts or circumstances: Disclosed in Exceptions Schedule: are fully and fairly disclosed with sufficient particularity in schedule 4; or Actions with Consent: arise because of an action taken by the Company with the Investors' or the Investor Directors' prior express written consent.
Exclusions from Warranty Claims. No fact or circumstance will give rise to a Warranty Claim to the extent that:
Exclusions from Warranty Claims. No facts or circumstances will give rise to a Warranty Claim to the extent that those facts or circumstances: Disclosed: are fully and fairly disclosed with sufficient particularity (so that the Investor[s] can understand the relevance and impact of the disclosure on the Warranties) in Schedule 5 or the Due Diligence Materials; or Actions with Consent: arise because of an action taken by the Company with prior express written consent of the Investor[s][, or Investor Representative,][ or an Investor Director]. Warranty Caps: The Company’s liability to [each][the] Investor under or in connection with any Warranty Claims will not exceed the Investment Amount paid to the Company by or on behalf of [that][the] Investor. [Each Founder’s liability to the Investor[s] under or in connection with any Warranty Claims will not exceed $[30,000]]. Time limit: Despite any other provision in this agreement, no claim may be made in respect of the Warranties, unless written notice of the claim has been given to the Company by an Investor [or Investor Representative] within [12] months of Completion.
Exclusions from Warranty Claims. No facts or circumstances will give rise to a claim by the Investor against the Company under clause 9.2 to the extent that those facts or circumstances: were available on a public register, file or record maintained by the New Zealand Companies Office, the Intellectual Property Office of New Zealand or the Personal Property Securities Register as at the date of the Agreement; or arose because of an action taken by the Company with the Investor’s prior written consent.
Exclusions from Warranty Claims. No fact or circumstance will give rise to a Warranty Claim to the extent that fact or circumstance is specifically disclosed in the Disclosure Letter delivered by the Vendors to the Purchaser prior to the Condition Date.
Exclusions from Warranty Claims. No facts or circumstances will give rise to a Warranty Claim to the extent that those facts or circumstances: are fully and fairly disclosed with sufficient particularity in Schedule 3; are known to the Investor on or prior to the date of this agreement; are a forecast, projection, estimate, opinion or forward-looking statement as to the performance, prospects, financial condition, results of operations, strategy or plans of the Company; or arise because of an action taken by the Company with the Investors' or the Investor Directors' prior express written consent. No Warranty Claim may be made against the Warrantors unless notice of such Warranty Claim is served on the Warrantors giving reasonable details of the Warranty Claim by no later than the date which is 12 months following the Completion Date. The Warrantors will not be liable in respect of any Warranty Claim to the extent that the matter or thing giving rise to such a Warranty Claim is capable of being remedied and is remedied to the reasonable satisfaction of the Investors (acting reasonably) within 20 business days of the date on which notice of such Warranty Claim is given to the Warrantors. Warranty Cap Despite any other provision of this agreement, the aggregate liability of the Warrantors in respect of or in connection with this agreement (including in respect of a Warranty Claim) shall not exceed: in the case of the Company, an amount equal to the Investment Amount; and in the case of each of the Founders, [Rs. insert amount]3. Indemnity The Company (or where the Founders are also in breach of clause 4.1.2 the Warrantors jointly and severally) indemnify the Investors against any loss or expenses suffered or incurred by the Investors resulting from a breach of clause 4.1. General authority Warranty Each party warrants to each of the other parties that: it has the legal right, authority and full power to enter into this agreement and to perform its obligations under it and has taken all necessary corporate and other action to authorise its execution, delivery and performance; and this agreement constitutes valid and binding obligations of that party enforceable against that party in accordance with its terms. 5BOARD AND PROTECTIVE PROVISIONS Board Composition The Company will have a maximum of [insert number] Directors. Investor Directors/ observation right For so long as each Investor [holds Shares in the Company] [holds not less than [insert] per cent of the Shares in issue it will have the...
Exclusions from Warranty Claims. No facts or circumstances will give rise to a claim by the Investor against the Company under clause 9.2 to the extent that those facts or circumstances:
a. were fairly disclosed in Schedule 2;
b. were available on a public register, file or record maintained by the Accounting and Regulatory Authority and the Intellectual Property Office of Indonesia as at the date of the Note; or
c. arose because of an action taken by the Company with the Investor’s/Majority of Investors’ prior written consent.
Exclusions from Warranty Claims. No facts or circumstances will give rise to a Warranty Claim to the extent that those facts or circumstances:
(a) Disclosed in Exceptions Schedule: are fully and fairly disclosed with sufficient particularity in schedule 4; or
Exclusions from Warranty Claims. No fact, event or circumstance will give rise to a Warranty Claim or to any other loss, claim or damage, whether arising under this Agreement or not, to the extent the relevant facts, events or circumstances:
a. were known to the Purchaser at the date of Completion, and the Purchaser did not before Completion give notice to the Vendor of that matter;
b. are expressly provided for under the terms of this Agreement;
c. arise because of a change or changes in any law, or the introduction of any new law, after the date of this Agreement, or the withdrawal or change of any law or administrative practice of any governmental agency, including any law or change to a law which takes effect retrospectively or the imposition of any tax not imposed, or the increase in any tax imposed, as at the date of this Agreement;
d. are made good or have been made good to the Purchaser’s reasonable satisfaction without cost or liability to the Purchaser;
e. would not have arisen but for:
i. a breach of law or contract, or commission of a tort by the Purchaser;
ii. any voluntary act, omission, transaction or arrangement of or on behalf of the Purchaser or a related company of the Purchaser after Completion; or
iii. any other obligation or commitment entered into by the Purchaser after Completion;
f. to the extent the circumstances giving rise to the Warranty Claim result in a savings in tax to the Purchaser or any related company of the Purchaser or would have so resulted had the Purchaser or a related company of the Purchaser availed itself of proper credits, deductions, allowances or other savings in respect of such taxes.
Exclusions from Warranty Claims. No fact, event or circumstance will give rise to, and the Vendors are not liable to make any payment for, a Warranty Claim (other than in respect of the Tax Warranties), to the extent the relevant facts, events or circumstances: a are expressly provided for under the terms of this Agreement; b arise because of a change or changes in any law or accounting policies, or the introduction of any new law or accounting policies, after the date of this Agreement, or the withdrawal or change of any law or administrative practice of any governmental agency, including any law or change to a law which takes effect retrospectively, or the imposition of any Tax not imposed, or the increase in any Tax imposed, as at the date of this Agreement; c are made good or have been made good without cost, loss or liability to the Purchaser or any Group Company; d would not have arisen but for: i a breach of law or contract, or commission of a tort by the Purchaser or (after Completion) any Group Company which is not caused by any act or omission by or on behalf of any Vendor (which shall include, without limitation, the breach of any Warranty) or by or on behalf of any Group Company prior to Completion; ii any other obligation or commitment entered into by or on behalf of the Purchaser or any related company of the Purchaser (including any Group Company) after Completion; or iii the Purchaser or any related company of the Purchaser (including any Group Company) after Completion admitting liability in respect thereof other than in accordance with clause 10.9; e relate to or are connected with any future or prospective financial information, forecasts, estimates or projections in respect of which, notwithstanding any term of this Agreement, the Vendors make no warranty or representation (whether as to reasonableness, accuracy, completeness or otherwise) or accept any liability whatsoever, whether in respect of any Warranty Claim or for any other loss, claim or damage whatsoever and whether under or in respect of any matter arising from this Agreement or otherwise in relation to the sale of the Shares to the Purchaser; f result in a savings in Tax to the Purchaser or any Group Company (“Tax Saving”), but where the Group is unable to utilise the Tax Saving in the income year in which the claim is made, the value of such Tax Savings is to be calculated on a net present value basis applying the following assumptions that (i) the relevant rate of Tax referable to the Tax Saving will be t...
