Fundamental Warranties Sample Clauses
The Fundamental Warranties clause sets out the essential assurances or guarantees that one party makes to another, typically regarding key facts or conditions relevant to the agreement. These warranties often cover critical matters such as ownership of assets, authority to enter into the contract, and the absence of undisclosed liabilities. By establishing these core representations, the clause provides a foundation of trust and legal certainty, ensuring that both parties can rely on the truth of fundamental aspects of the transaction and offering remedies if these assurances prove false.
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Fundamental Warranties. Each Seller severally (but not jointly and severally) warrants to the Buyer that each Fundamental Warranty is true, accurate and not misleading on the date of this agreement and continues to be true, accurate and not misleading up to and including the Completion Date (and so that each Seller gives each Fundamental Warranty in respect of himself and his own Shares only).
Fundamental Warranties. Subject to the limitations set out in Schedule 7, each Seller (in relation to himself only) warrants and represents to the Buyer that each Fundamental Warranty is true and not misleading as at the date of this Agreement.
Fundamental Warranties the warranties in paragraphs 1.1, 3.2, 3.3, 16 and 18 of Schedule 5 (and each a “Fundamental Warranty”); Group Company: in relation to any company, any body corporate that is a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company; Hardware: any and all computer, telecommunications and network equipment used in the business of the Company (including PCs, mainframes, servers, screens, terminals, keyboards, disks, printers, cabling, associated and peripheral electronic equipment); Holdback Amount: US$5,000,000; HSBC Corporate Card Line Termination Letter: the letter from Interfax, Inc. to HSBC Bank USA, National Association terminating the USD Corporate Credit Card Agreement in the agreed form marked “E”;
Fundamental Warranties. 6.1 Each Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is true and accurate as at the Completion Date:
(a) in respect of each Seller which is a body corporate, it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date;
(b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is party;
(c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms;
(d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document;
(e) there are no:
(i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in respect of each Seller which is a body corporate, any of its respective Affiliates;
(ii) law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates; or
(iii) investigations by any Governmental Authority which are pending or threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it;
(f) the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is party will not:
(i) result in a breach of, or constitute a default under its Constitution;
(ii) result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a party or by which it is bound; or
(iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of the Se...
Fundamental Warranties. THE SHARES 1 The Shares constitute the whole of the issued and allotted share capital of the Company and are fully paid up and beneficially owned by the JCA Seller free from all Encumbrances. 2 No person other than the JCA Seller is entitled to or has claimed to enjoy or exercise any rights attached to the Shares.
Fundamental Warranties. Each of the F-star Parties hereby warrants to ▇▇▇▇, and ▇▇▇▇ hereby warrants to each of the F-star Parties, that as at the Effective Date:
Fundamental Warranties. At the date of this Agreement, each Share Seller is the legal and beneficial owner of the number of Existing Shares set out opposite his, her or its name in column 2 of part 1 of Schedule 1 and on Completion, will be the legal and beneficial owner of the number of Conversion Shares set out opposite his, her or its name in column 3 of part 1 of Schedule 1.
Fundamental Warranties. Tax Warranties, Environmental Warranties, and Specific Indemnity is limited to the aggregate of the Purchase Price;
Fundamental Warranties. 1Subject to the limitations set out in Schedule 6, each Seller warrants to the Buyer on a joint and several basis that each Fundamental Warranty is true, accurate and not misleading as at the date of this Agreement.
Fundamental Warranties the warranties in paragraphs 1.1, 3.2, 3.3, 16 and 18 of Schedule 5 (and each a “Fundamental Warranty”); Group Company: in relation to any company, any body corporate that is a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company; Hardware: any and all computer, telecommunications and network equipment used in the business of the Company (including PCs, mainframes, servers, screens, terminals, keyboards, disks, printers, cabling, associated and peripheral electronic equipment); Holdback Amount: US$5,000,000; HSBC Corporate Card Line Termination Letter: the letter from Interfax, Inc. to HSBC Bank USA, National Association terminating the USD Corporate Credit Card Agreement in the agreed form marked “E”; Indemnities: the indemnities given by the Sellers in favour of the Buyer set out in Clause 7.1; Intellectual Property: patents, registered designs, rights in design, copyright, database right, rights in databases, trade marks, service marks, trade or business names, domain names, logos, get-up or trade dress, inventions or secret processes, formulae, know-how and all rights or forms of protection of a similar nature or effect subsisting anywhere in the world, including applications or registrations for any such right; IT Contracts: