No other Seller’s Guaranties Sample Clauses

No other Seller’s Guaranties. 7.18.1 The Purchaser explicitly acknowledges to purchase and acquire the Shares and the business of the RefuSol Group Companies without reliance upon any express or implied representations, warranties or guaranties of any nature made by the Seller except for the guaranties explicitly given by the Seller under this Agreement. 7.18.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that (i) in deciding on the acquisition of the Shares and the business of the RefuSol Group Companies, and in determining the terms of the acquisition, the Purchaser has not relied on, and (ii) the Seller shall not be responsible, and give no representation, warranty or guaranty, with respect to: (a) any projections, estimates or budgets delivered or made available to the Purchaser or its counsel, accountants or advisors of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the RefuSol Group Companies; (b) any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the RefuSol Group Companies or the business of the RefuSol Group Companies, including, but not limited to, (i) all facts and circumstances contained in the data room made available to the Purchaser in the run-up to the transaction contemplated by this Agreement, (ii) the answers to the questions asked by the Purchaser or its counsel, accountants or advisors during the due diligence process, except as expressly set forth in this Agreement; (c) taxation issues, with the exception of the provisions in Section 10.
Sample 1
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No other Seller’s Guaranties. 7.2.1 The Purchaser explicitly acknowledges to purchase and acquire the Company and its business in the condition they are in on the date of this Agreement based upon its own inspection and determination with respect thereto, and to undertake the acquisition based upon its own inspection and determination without reliance upon any express or implied representations, warranties or guaranties of any nature made by the Sellers except for the representations explicitly given by the Sellers under this Agreement. 7.2.2 Except where specifically provided for elsewhere under this Agreement, the Purchaser acknowledges that the Sellers do not give any representation, warranty or guaranty with respect to (a) projections, estimates or budgets delivered or made available to the Purchaser with regard to future revenues, future profits, future cash flows or future financial condition or the future business operations of the Company; (b) other information or documents made available to the Purchaser, its advisers, accountants or counsels with respect to the Company, including, but not limited to, the Information Memorandum and the information provided during the management presentation, except as expressly set forth in this Agreement.
Sample 1
No other Seller’s Guaranties. 7.7.1 The Purchaser explicitly acknowledges to purchase and acquire the Shares and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and to undertake the acquisition based upon its own inspection, examination and determination without reliance upon any express or implied representations, warranties or guaranties of any nature made by the Sellers except for the guaranties explicitly given by the Sellers under the Agreement. 7.7.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that (i) in deciding on the acquisition of the Shares and the Business, and in determining the terms of the acquisition, the Purchaser has not relied on, and (ii) the Sellers shall not be responsible, and give no representation, warranty or guaranty, with respect to (a) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Companies; (b) with the exception of what is provided for in Section 7.4, any other information or documents made available to the Purchaser, the Purchaser’s Guarantor or their legal counsel, accountants or advisors with respect to the Business or the Companies, including, but not limited to, (i) all facts and circumstances contained in the physical data room made available to the Purchaser’s Guarantor in the run-up to the transaction contemplated by this Agreement, (ii) the Information Memorandum (iii) the answers to the questions asked by the Purchaser, the Purchaser’s Guarantor or their counsel, accountants or advisors during the due diligence process and (iv) the information provided during the management presentation held on 25 October 2011 and subsequent meetings and expert calls on 14 November 2011, 15 November 2011, 28/29 February 2012, 7 March 2012, 23 March 2012, 28 March 2012, 2 April 2012, 3 April 2012, 4 April 2012, 5 April 2012, 11 April 2012, 19 April 2012, 26 April 2012 and 3 May 2012 except as expressly set forth in the Agreement. 7.7.3 The Purchaser confirms that each Seller is responsible only for actions and statements by its statutory representatives (vertretungsberechtigte Organe), and actions or statements by any other person including, without limitation, representatives of the Companies, shall not be a...
Sample 1

Related to No other Seller’s Guaranties

  • Contractor Guaranties Contractor shall: (a) Perform fully under the Contract; (b) Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the Client Agency's option, replace them; (c) Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the premises, Goods, the Contractor’s work or that of Contractor Parties; (d) With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices; (e) Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and (f) Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

  • Other Security and Guaranties The Agent, may, without notice or demand and without affecting the Borrower's obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of the Obligations.

  • Warranties and Guaranties 10 3.8 Insurance..................................................................................... 10 3.9

  • Guaranties Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

  • Vendor Warranties 6.1 The vendor warrants that these general conditions 1 to 35 are identical to the general conditions 1 to 35 in the form of contract of sale of land published by the Law Institute of Victoria Limited and the Real Estate Institute of Victoria Pty Ltd in the month and year set out at the foot of this page. 6.2 The warranties in general conditions 6.3 and 6.4 replace the purchaser’s right to make requisitions and inquiries. 6.3 The vendor warrants that the vendor: (a) has, or by the due date for settlement will have, the right to sell the land; and (b) is under no legal disability; and (c) is in possession of the land, either personally or through a tenant; and (d) has not previously sold or granted any option to purchase, agreed to lease or granted a pre-emptive right which is current over the land and which gives another party rights which have priority over the interest of the purchaser; and (e) will at settlement be the holder of an unencumbered estate in fee simple in the land; and (f) will at settlement be the unencumbered owner of any improvements, fixtures, fittings and goods sold with the land. 6.4 The vendor further warrants that the vendor has no knowledge of any of the following: (a) public rights of way over the land; (b) easements over the land; (c) lease or other possessory agreement affecting the land; (d) notice or order directly or indirectly affecting the land which will not be dealt with at settlement, other than the usual rate notices and any land tax notices; (e) legal proceedings which would render the sale of the land void or voidable or capable of being set aside. 6.5 The warranties in general conditions 6.3 and 6.4 are subject to any contrary provisions in this contract and disclosures in the section 32 statement. 6.6 If sections 137B and 137C of the Building Act 1993 apply to this contract, the vendor warrants that: (a) all domestic building work carried out in relation to the construction by or on behalf of the vendor of the home was carried out in a proper and workmanlike manner; and (b) all materials used in that domestic building work were good and suitable for the purpose for which they were used and that, unless otherwise stated in the contract, those materials were new; and (c) domestic building work was carried out in accordance with all laws and legal requirements, including, without limiting the generality of this warranty, the Building Act 1993 and regulations made under the Building Act 1993. 6.7 Words and phrases used in general condition 6.6 which are defined in the Building Act 1993 have the same meaning in general condition 6.6.

  • Collateral Documents and Guaranties Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • Relation to Other Security Documents The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

  • Warranty, Affirmations Assurances And Certifications 12 5.1 Warranty 12 5.2 General Affirmations 12 5.3 Federal Assurances 12 5.4 Federal Certifications 12 5.5 State Assurances 12 ARTICLE VI. Intellectual Property 13 6.1 Ownership of Work Product 13 6.2 Grantee’s Pre-Existing Works 13 6.4 Agreements with Employees and Subcontractors 14 6.5 Delivery upon Termination or Expiration 14 6.6 Survival 14 6.7 System Agency Data 14 7.1 Use of State Property 15 7.2 Damage to State Property 15

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

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