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:
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 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. 8.1 Each Seller hereby severally warrants to the Buyer as at the date of this Agreement that each of the Fundamental Warranties (in respect only of herself and the Interests she holds) is true and accurate.
Fundamental Warranties. 5.1 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. 1. 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. Each Seller represents and warrants to the Purchaser that the Fundamental Warranties are true and accurate as at the Offer Protocol Date and shall also be true and accurate as at Completion, provided that where such Fundamental Warranty relates to Shares (other than the Fundamental Warranties set out in Paragraphs 2.2 and 2.6, 2.7 and 2.8 of Schedule 10 (Fundamental Warranties), it only applies to the respective Shares held by the relevant Seller.
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 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: (1) all licences granted to the Company in respect of the Software, (2) all maintenance agreements, (3) all consultancy or professional services agreements relating to information technology, (4) all support agreements relating to information technology, (5) all lease agreements relating to the Hardware, (6) all contracts relating to the provision of connectivity for IT, including hosting agreements and agreements with internet service providers, and (7) any other contracts relating to the IT Systems or the IT Services; IT Services: any and all services relating to the IT Systems or to any other aspect of the Company’s data processing or data transfer requirements (including facilities management, bureau services, hardware maintenance, software development or support, consultancy, back-up and disaster recovery, source code deposit, recovery and network services); IT Systems: the Hardware and the Software; Licence to Occupy: the licence permitting the employees of the Company to occupy part of the property of Xxxx 0 Xxxxxxxx, Xxxxxxxx Business Park, Blanchardstown, Dublin, IR, DIS MC91 in the agreed form marked “D”; Management Accounts: the unaudited accounts of the Comp...
Fundamental Warranties the warranties contained within paragraphs 1, 2.1 – 2.4 (inclusive), 18.1 and 23 of Part 4 of the Schedule to this agreement.
