Common use of General Warranties Clause in Contracts

General Warranties. 15.1. Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. contravene any law or regulation to which that Party is subject; 15.1.3.2. contravene any provision of that Party's constitutional documents; or 15.1.3.3. conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. no other party is acting as a fiduciary for it; and 15.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. Each of the representations and warranties given by the Parties in terms of clause 15.1 shall – 15.2.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 6 contracts

Samples: Memorandum of Agreement, Memorandum of Agreement, Memorandum of Agreement

AutoNDA by SimpleDocs

General Warranties. 15.1. 16.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 16.1.2 this Agreement constitutes an agreement which is valid and binding on it it, and enforceable against against, it in accordance with its terms; 15.1.3. 16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 16.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 16.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 16.1.3.3 conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 16.1.3.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 16.1.4 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 16.1.5 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 16.1.6 no other party is acting as a fiduciary for it; and 15.1.8. 16.1.7 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 16.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 16.1 shall – 15.2.1. 16.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 16.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 16.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 5 contracts

Samples: Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement

General Warranties. 15.1. 13.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 13.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 13.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 13.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 13.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 13.1.3.2 contravene any provision of that Party's ’s constitutional documents; or 15.1.3.3. 13.1.3.3 conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 13.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 13.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 13.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 13.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 13.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 13.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 13.1 shall – 15.2.1. 13.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 13.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 13.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 3 contracts

Samples: Mining Right Abandonment Agreement (Harmony Gold Mining Co LTD), Mining Right Abandonment Agreement (Harmony Gold Mining Co LTD), Shared Services Agreement (Harmony Gold Mining Co LTD)

General Warranties. 15.1. 14.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 14.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 14.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 14.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 14.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 14.1.3.2 contravene any provision of that Party's ’s constitutional documents; or 15.1.3.3. 14.1.3.3 conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 14.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 14.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 14.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 14.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 14.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 14.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 14.1 shall – 15.2.1. 14.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 14.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 14.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement. 15.1 The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential – 15.1.1 any Confidential Information which a Party (“Disclosing Party”) communicates to the other Party (“Recipient”) in writing, visual or machine readable form (including by fax and other forms of electronic transmission) or orally and which is stated to be or by its nature is intended to be confidential; and 15.1.2 all other information of the same confidential nature concerning the business of a Disclosing Party which comes to the knowledge of the Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion. 15.2 If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 15 it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party. 15.3 Each Party undertakes, subject to clause 15.4, not to disclose any information which is to be kept confidential in terms of this clause 15, nor to use such information for its own or anyone else’s benefit. 15.4 Notwithstanding the provisions of clause 15.3, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement. 15.5 The obligation of confidentiality placed on the Parties in terms of this clause 15 shall cease to apply to a Recipient in respect of any information which – 15.5.1 is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient; 15.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis; 15.5.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date; or 15.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose, provided that – 15.5.5 the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 15.5.1 to 15.5.4; 15.5.6 information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and 15.5.7 any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession. 15.6 In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 15.5.4, the Recipient will – 15.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible; 15.6.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 15.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings; 15.6.4 comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and 15.6.5 notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

Appears in 2 contracts

Samples: Harmony Shared Services Agreement, Shared Services Agreement (Harmony Gold Mining Co LTD)

General Warranties. 15.1. 11.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 11.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 11.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 11.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 11.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 11.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 11.1.3.3 conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 11.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 11.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 11.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 11.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 11.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 11.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 11.1 shall – 15.2.1. 11.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 11.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 11.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 2 contracts

Samples: Sale of Vessel Agreement, Sale of Vessel Agreement

General Warranties. 15.1. 10.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 10.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 10.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 10.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 10.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 10.1.3.2 contravene any provision of that Party's ’s constitutional documents; or 15.1.3.3. 10.1.3.3 conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 10.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 10.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 10.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 10.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 10.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 10.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 10.1 shall – 15.2.1. 10.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 10.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 10.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party Parties to enter into this Agreement.

Appears in 2 contracts

Samples: Option Cancellation Agreement, Option Cancellation Agreement (Harmony Gold Mining Co LTD)

General Warranties. 15.1. 10.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 10.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 10.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 10.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 10.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 10.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 10.1.3.3 conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 10.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 10.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 10.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 10.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 10.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 10.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 10.1 shall – 15.2.1. 10.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 10.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 10.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 2 contracts

Samples: Sale of Shares Agreement, Management Agreement

General Warranties. 15.1. 11.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 11.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 11.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 11.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 11.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 11.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 11.1.3.3 conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 11.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 11.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 11.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 11.1.7 no other party is acting as a fiduciary for it; and 15.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 11.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 11.1 shall – 15.2.1. 11.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 11.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 11.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party Party/ies to enter into this Agreement.

Appears in 1 contract

Samples: Sale of Shares Agreement (Net 1 Ueps Technologies Inc)

General Warranties. 15.1. 13.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 13.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 13.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 13.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 13.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 13.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 13.1.3.3 conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 13.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 13.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 13.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 13.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 13.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 13.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 13.1 shall – 15.2.1. 13.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 13.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 13.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Net 1 Ueps Technologies Inc)

General Warranties. 15.1. 16.1 Each of the Parties hereby warrants to and in favour of the other that – 15.1.1. 16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 16.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.1. 16.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 16.1.3.2 contravene any provision of that Party's constitutional documents; or; 15.1.3.3. 16.1.3.3 conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 16.1.3.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 16.1.4 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 16.1.5 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 16.1.6 no other party is acting as a fiduciary for it; and 15.1.8. 16.1.7 it is not relying upon any statement or representation by or on behalf of any the other Party, except those expressly set forth in this Agreement. 15.2. 16.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 16.1 shall – 15.2.1. 16.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 16.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 16.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Property Services Agreement

AutoNDA by SimpleDocs

General Warranties. 15.113.1. Each of the Parties hereby warrants to and in favour of the other that – 15.1.113.1.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.213.1.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.313.1.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.113.1.3.1. contravene any law or regulation to which that Party is subject; 15.1.3.213.1.3.2. contravene any provision of that Party's ’s constitutional documents; or 15.1.3.313.1.3.3. conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.413.1.4. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.513.1.5. it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.613.1.6. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.713.1.7. no other party is acting as a fiduciary for it; and 15.1.813.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.213.2. Each of the representations and warranties given by the Parties in terms of clause 15.1 13.1 shall – 15.2.113.2.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.213.2.2. continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.313.2.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Exchange and Sale of Mining Right Portions Agreement (Harmony Gold Mining Co LTD)

General Warranties. 15.122.1. Each of the Parties hereby warrants to and in favour of the other that – 15.1.122.1.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.222.1.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.322.1.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.122.1.3.1. contravene any law or regulation to which that Party is subject; 15.1.3.222.1.3.2. contravene any provision of that Party's ’s constitutional documents; or 15.1.3.322.1.3.3. conflict Conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.422.1.4. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.522.1.5. it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.622.1.6. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.722.1.7. no other party Party is acting as a fiduciary for it; and 15.1.822.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.222.2. Each of the representations and warranties given by the Parties in terms of clause 15.1 22 shall – 15.2.122.2.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.222.2.2. continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.322.2.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Total Facilities Management Framework Agreement

General Warranties. 15.125.1. Each of the Parties hereby warrants to and in favour of the other that – 15.1.125.1.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.225.1.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.325.1.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.125.1.3.1. contravene any law or regulation to which that Party is subject; 15.1.3.225.1.3.2. contravene any provision of that Party's constitutional documents; or 15.1.3.325.1.3.3. conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.425.1.4. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.525.1.5. it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.625.1.6. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.725.1.7. no other party Party is acting as a fiduciary for it; and 15.1.825.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.225.2. Each of the representations and warranties given by the Parties in terms of clause 15.1 shall –25.1 shall: 15.2.125.2.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;; and 15.2.225.2.2. continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and. 15.2.325.3. prima facie be deemed to be material and to be a material representation inducing A Party must, if requested by the other Party, furnish to the latter sufficient evidence of the authority of a person who takes any action or executes any documents under this Agreement on behalf of the Party to enter into this Agreementso requested.

Appears in 1 contract

Samples: Build, Operate and Transfer Agreement

General Warranties. 15.1. 16.1 Each of the Parties hereby warrants to and in favour of the other others that 15.1.1. 16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.2. 16.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.3. 16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not 15.1.3.1. 16.1.3.1 contravene any law or regulation to which that Party is subject; 15.1.3.2. 16.1.3.2 contravene any provision of that Party's constitutional documents; or 15.1.3.3. 16.1.3.3 conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.4. 16.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.5. 16.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.6. 16.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.7. 16.1.7 no other party is acting as a fiduciary for it; and 15.1.8. 16.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.2. 16.2 Each of the representations and warranties given by the Parties in terms of clause 15.1 16.1 shall 15.2.1. 16.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.2. 16.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.3. 16.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Scheme Implementation Agreement

General Warranties. 15.127.1. Each of the Parties hereby warrants to and in favour of the other that – 15.1.127.1.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; 15.1.227.1.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; 15.1.327.1.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not – 15.1.3.127.1.3.1. contravene any law or regulation to which that Party is subject; 15.1.3.227.1.3.2. contravene any provision of that Party's ’s constitutional documents; or; 15.1.3.327.1.3.3. conflict with with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and 15.1.427.1.4. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; 15.1.527.1.5. it is entering into this Agreement as principal (and not as agent or in any other capacity); 15.1.627.1.6. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; 15.1.727.1.7. no other party is acting as a fiduciary for it; and 15.1.827.1.8. it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. 15.227.2. Each of the representations and warranties given by the Parties in terms of clause 15.1 27.1 shall – 15.2.127.2.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; 15.2.227.2.2. continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and 15.2.327.2.3. prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

Appears in 1 contract

Samples: Subscription, Sale and Shareholders’ Agreement (Harmony Gold Mining Co LTD)

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