MANAGEMENT WARRANTIES Sample Clauses

MANAGEMENT WARRANTIES. 4.1 Each Warrantor, severally (and not jointly or jointly and severally) warrants to the Buyer that each Management Warranty set forth in this Deed is true and accurate as at the date of this Deed and as of the Completion Date. 4.2 Each Management Warranty is given subject to, and is qualified by, the matters Disclosed in the Disclosure Letter and the limitations and exclusions expressly provided for in this Deed. 4.3 Each Management Warranty set out in the first column of the table below shall be given subject to, and is qualified by, the matters Disclosed in the Data Room folders specified adjacent thereto (and the subfolders of such folders). 3 (Consents) 5.0 (Commercial Contracts) 4 (Accounts) and 5 (Management Accounts) 2.0 (Financial Information) 8 (Tax) 4.0 (Tax), 9.5 (Options) 9 (Assets) 6.0 (Assets) 10 (Intellectual Property) and 11 (IT Systems) 8.0 (Intellectual Property and Information Technology) 12 (Data Protection) 13.1 (Data Protection) 14 (Insurance) 7.0 (Insurance) 15 (Material Contracts), 16 (Key Relationships), 17 (Related Party Transactions) 5.0 (Commercial Contracts), 8.0 (Intellectual Property and Information Technology) 18 (Employees) 9.0 (Employment) 19 (Employee Benefits) 9.5 (Options), 9.9 (Employee Benefits) 20 (Pensions) 10.0 (Pensions) 21 (Real Property) 11.0 (Real Estate) 23 (Compliance with Law), 24 (Anti-Money Laundering Laws and Sanctions and Export Compliance), 25 (Anti-Corruptions Laws; Certain Regulatory Matters) 13.0 (Regulatory Matters and Compliance) 4.4 Each Warrantor’s liability for Claims shall be limited or excluded, as the case may be, as set out in Schedule 2. 4.5 No warranty, express or implied, is given by any Warrantor whatsoever in respect of any budget, forecast or other projection of any nature made or supplied by or on behalf of any Person. 4.6 The Buyer undertakes to each of the Warrantors, and to each of the other persons mentioned below, each of whom may enforce this Clause 4.6 subject to and in accordance with the Act not (except in the case of fraud or willful misconduct) to initiate or pursue (either directly or through any other person including without limitation any Acquired Company) proceedings of any kind against any present or former director, officer, employee or partner of any Acquired Company (other than any of the Warrantors (but then strictly in accordance with the terms of this Deed)) or the Shareholders (other than in accordance with the Offer Document) in respect of any conduct, defaul...

MANAGEMENT WARRANTIES. 8.1 Each of the Senior Managers severally warrants to the Initial Investors that, where the statement in the Management Warranty is a statement of fact, the facts stated in the Management Warranty are, so far as he is actually aware, true at the date of this Agreement and, where the statement in the Management Warranty is a statement of opinion, the opinion expressed in the Management Warranty was his actual opinion at the date of this Agreement. The Senior Managers, when considering whether a fact is true or opinion validly held, have made enquiry only of Kirstie Hallgate, Chrix Xxxxxxx, xxe Managers and the functional heads of manufacturing and services. 8.2 The Senior Managers acknowledge that the Initial Investors are entering into and/or becoming a party to this Agreement in reliance on each of the Management Warranties. 8.3 The Management Warranties are qualified by matters fairly disclosed in the Disclosure Letter and by any matter expressly disclosed in this Agreement. The Initial Investors confirm that at the date of this Agreement they have not been advised by Apax's Solicitors or PricewaterhouseCoopers of any right or potential right to bring a claim under the Management Warranties. 8.4 Each Senior Manager waives and may not enforce a right which he may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by any officer or employee of the Company or any of its subsidiaries for the purpose of assisting the Senior Managers to give a Management Warranty or prepare the Disclosure Letter. 8.5 Each Management Warranty is to be construed separately and independently and (except where this Agreement provides otherwise) is not limited by another Management Warranty. 8.6 Except for claims in respect of a breach of a Management Warranty arising as a result of fraudulent or wilful concealment on the part of the Senior Manager: 8.6.1 the aggregate liability of each Senior Manager for all claims pursuant to the Management Warranties shall not exceed the amount set opposite his name below: 289 20 8.6.1.1 Michxxx Xxxxxx xxxf gross annual salary on Completion;

MANAGEMENT WARRANTIES. In this Schedule, words and expressions defined and interpretations included in clause 1 of the SPA have the same meanings and interpretations, unless the context requires otherwise. Environment means air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man Environmental Law means any and all applicable laws and international and EU treaties and by-laws, statutory guidance notes, codes of practice, circulars, decisions and/or judgments concerning the pollution or protection of the Environment which are in force and legally binding on the relevant Group Company as at the date of this Agreement Event means any event, act, transaction or omission

MANAGEMENT WARRANTIES. 2.1 All facts contained in each of the Vendor Due Diligence Reports were, on the date on which each such Vendor Due Diligence Report was issued, accurate in all material respects (and where any matter is attributed in the Vendor Due Diligence Reports to the management of the Group or preceded or qualified in the Vendor Due Diligence Reports by the words “we have been informed by management that” or similar words, such matter shall be deemed to be a reference to the factual information contained in that Vendor Due Diligence Report, for the purposes of this paragraph 2.1) and the information contained in the Q&A spreadsheet which is document 2.15.16 in the Data Room is not misleading in any material respect. 2.2 There is no fact, matter or circumstance which may, by omission or otherwise, render any of the Vendor Due Diligence Reports inaccurate or misleading in any material respect. 2.3 The Business Plan was prepared by the Warrantors in good faith and the achievability of the projected aggregated EBITDA for the Group set out in the Business Plan has not as at the date of this Agreement been disproved in light of all events or circumstances which have arisen or become known to the Warrantors since the preparation of the Business Plan. 2.4 The answers given by the Warrantor in his Manager’s Questionnaire are accurate and not (whether by omission or otherwise) misleading in any respect.