Incorporation of Schedule 2. 7.1.1 The Vendor warrants to the Purchaser on the date of this Agreement and on the Completion Date in the terms set out in Part I of Schedule 2 subject only to:
(i) any matter which is fully disclosed in the Disclosure Letter, the Audited Accounts or the Management Accounts made available to the Purchaser prior to the date of this Agreement;
(ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser; and
(iii) the provisions of clause 7.2.2.
7.1.2 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties and the undertakings contained in this Agreement. Save as expressly otherwise provided, the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of the Schedule, or by anything in this Agreement or the Tax Deed of Covenant.
7.1.3 The Vendor confirms, as at the date of this Agreement (and will confirm as at the Completion Date pursuant to clause 6.2.1), the truth and accuracy in all respects of the Warranties, that such Warranties are not misleading in any respect as at Completion except as provided in clause 7.2 and that it does not have any knowledge of any matter which would constitute a Warranty Claim other than as set out in the Disclosure Letter.
7.1.4 The Purchaser confirms that as at the date of this Agreement it does not have any knowledge of a matter which would constitute a Warranty Claim. For the purpose of this clause 7.1.4 "knowledge" means the knowledge of Xxxx Xxxxxx, Xxxx Xxxxx, Xxxx ois Xxxxxx and Xxx Xxxxxxx of any matter fully disclosed in writing in the report dated 15 December 1997 from the Purchaser's Accountants to the Purchaser and in the Disclosure Letter.
Incorporation of Schedule 2. 7.1.1 Innogy warrants and represents to Northern in the terms set out in Schedule 2 (Part A) subject only to:
(i) any matter which is fairly disclosed in the Disclosure Letter and any matter provided for under the terms of this Agreement; and
(ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser.
7.1.2 Save as expressly otherwise provided, the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of the said Schedule or by anything in this Agreement or the Tax Deed of Covenant.
7.1.3 The only Warranties given in respect of the Properties are those set out in paragraph 2.5 of Part A of Schedule 2 and for the purposes of Schedule 2 only "assets" does not include the Properties. The only Warranties given in respect of the Environment or Environmental Law are those set out in paragraph 2.1.9 of Part A of Schedule 2.
