PENSION WARRANTIES Sample Clauses

PENSION WARRANTIES. The Seller represents, warrants and undertakes, and save as disclosed in the Disclosure Letter, that: (A) Seller's Scheme is the only funded pension/disability arrangement Other than the Seller's Scheme and the State scheme there is no arrangement to which the Company contributes or under which it has any obligation (whether legally enforceable or not) under which benefits of any kind are payable to or in respect of any of the Relevant Employees on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service or in relation to sickness after retirement. (B) All material Seller's Scheme documents supplied The trust deeds and rules of the Seller's Scheme, together with all material announcements (to members of the Seller's Scheme who are Relevant Employees) which have not been incorporated into the Trust Deed and Rules of the Seller's Scheme have been supplied to the Purchaser or the Purchaser's advisers and are attached to the Disclosure Letter. (C) Exercise of discretion or power No discretion or power has been exercised under the Seller's Scheme in respect of members of that Scheme who are Relevant Employees to augment benefits or to provide a benefit which would not otherwise be provided. (D) Adherence The Company adheres to the Seller's Scheme in respect of the Pensionable Employees.
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PENSION WARRANTIES. 11.1 The Company has not and will not participate in any of the Pension Schemes prior to Completion. The Listed Employees were entitled to participate in only the Pension Schemes as a consequence of their employment in the business sold under the Business Purchaser Agreement. Such participation by the Listed Employees ceased on the Business Purchaser Completion Date.
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PENSION WARRANTIES. There is and has been no scheme, agreement, arrangement or practice (whether formal or informal) in relation to which Seller has incurred or will incur or may be expected to incur any liability or responsibility (including, without limitation, liability for contributions or expenses or for shortfall in funding, liability as trustees or responsibility as to any discretionary power) for or in relation to the provision of any relevant benefits (as defined in Section 612 ICTA) or any benefits to be given by reason of disability or sickness for or in respect of any employees of Seller or for or in respect of any other person by reference to any such employees.
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PENSION WARRANTIES. Except under the ObjectShare (UK) Ltd Personal Pension Scheme (a Group Personal Pension Plan insured with Scottish Equitable Life Assurance Society) ("the Plan") the Company does not contribute to any arrangement nor as at the Closing Date may become liable to contribute to any arrangement for the payment of: (i) any relevant benefits within the meaning of Section 612 of the Taxes Act for or in respect of any Employee; (ii) benefits of any kind payable to or in respect of any Employee on retirement, death, disability, sickness or other similar circumstances. (iii) the Plan is either (1) an exempt approved scheme within the meaning of Section 592 of the Taxes Act or (2) capable of obtaining such approval from the date of its commencement, an application therefor having been submitted on time to the Board of Inland Revenue and has at all times complied in all respects with the requirements of all legislation and Inland Revenue practice relating to pensions and ObjectShare knows of no reason why exempt approval should be withdrawn or withheld. (iv) two copies of the documents constituting and governing the Plan have been disclosed to the Purchaser together with two copies of all relevant explanatory booklets and announcements and other communications to employees relating to the Plan and the Plan is governed solely by such documents and there is no obligation under the Plan to or in respect of any employee other than under such documents. (v) a copy of the most recent actuarial report relating to the Plan has been given to the Purchaser together with any subsequent written advice from the Scheme's actuary. (vi) pending the Closing Date no new pension or life insurance arrangements will be entered into or established without the express written agreement of the Purchaser.
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PENSION WARRANTIES. C.1 In this paragraph:
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PENSION WARRANTIES. (A) Save in respect of: • the UPF; • the letters issued to Senior Managers referred to in paragraph 14; • the UK state scheme; • any arrangement the sole purpose of which is to provide benefits on injury or death; and • any arrangement which only provides death benefits secured by an insurance policy, no member of the Vendor’s Group nor the UK Company (in this paragraph 18, the “Employer”): (i) has any obligation (whether legally binding or not) to:- (a) pay any pension; or (b) make any other payment on or after retirement or death; or (c) otherwise to provide “relevant benefits” (within the meaning of Section 612 of The Income and Corporation Taxes Act 1988) to, or in respect of, any UK Employee (or spouse or dependant of any of them) such UK Employee; and (ii) is a party to or obligated to contribute to any scheme or arrangement having as its purpose, or one of its purposes, the making of any such payments or the provision of any such benefits to, or in respect of, any UK Employee (or spouse or dependant of any of them). (B) Full details of the UPF insofar as it relates to the Relevant Employees are comprised in the Data Room and up-to-date and complete copies of the following documents are comprised in the Data Room: • the deeds, documents and announcements (to extent not already reflected in the trust deed) currently governing the UPF which contain particulars of benefits and entitlements and a copy of the latest trustee report and accounts and actuarial valuation; and • a full list of Relevant Employees as at the 1st July, 2001. (C) The UPF is an “exempt approved scheme” (within the meaning of Chapter I of Part XIV of The Income and Corporation Taxes Act 1988) and has at all times complied with and been administered in all material respects in accordance with all applicable laws, regulations and requirements, including the requirements of the Inland Revenue for continued approval as an exempt approved scheme or of the National Insurance Contributions Office on behalf of the Inland Revenue for continued eligibility for contracting-out of the UK state scheme and of trust law. So far as the Vendor is aware, there is no reason why approval of the UPF by the Board of Inland Revenue should be withdrawn.
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PENSION WARRANTIES. (A) Save in respect of: • the Vendor’s Non-UK Pension Plans; • the relevant state scheme or any industry-wide scheme; • any arrangement the sole purpose of which is to provide benefits on injury or death; and • any arrangement which only provides death benefits secured by an insurance policy, no member of the Vendor’s Group, nor any Non-UK Company (the “Employer”) (i) has any obligation to: • pay any pension; • make any other payment on or after retirement or death; or • otherwise to provide Benefits to, or in respect of, any Relevant Non-UK Employee or spouse or dependant of such Relevant Non-UK Employee; and (ii) is a party to or obligated to contribute to any scheme or arrangement having as its purpose, or one of its purposes, the making of any such payments or the provision of any such benefits to, or in respect of, any Relevant Non-UK Employee or spouse or dependant of such Relevant Non-UK Employee. (B) Up-to-date and complete copies of the governing documentation (including explanatory booklets and announcements to members to the extent applicable) of each Vendor’s Non-UK Pension Plan (other then the ITP in Sweden) are comprised in the Data Room. (C) Each Vendor’s Non-UK Pension Plan has at all times complied with applicable law and its governing documentation in all material respects. (D) There is no dispute with regard to the Benefits of the Relevant Non-UK Employees in any country which is material in the context of the total liabilities in respect of the pre-Completion pensionable service of such Relevant Non-UK Employees and no legal proceedings by or against the Employer in respect of such Benefits is pending, threatened or expected, and so far as the Vendor are aware there is no fact or circumstance likely to give rise to such proceedings. (E) [Annexes Omitted]
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Related to PENSION WARRANTIES

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • Representation / Warranty a. All statements contained herein or made in the Proclamation of Sale or otherwise relating to the Property are made without responsibility on the part of the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents. b. Such statements are statements of opinions and are not to be taken or relied upon as or implying a statement or representation of fact and any intending bidders must satisfy themselves by inspection or otherwise as to the correctness of any such statements. c. Neither the Assignee, the Assignee’s Solicitors, the Auctioneer nor any person in their employment has any authority to make or give any representation or warranty whatsoever in relation to the Property. d. No error, mis-statement, mis-description, omission or the existence of and/or intention for encroachment or acquisition shall annul the sale nor shall any abatement or compensation be allowed in respect thereof.

  • Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows: a. That the Borrower is an adult and competent in law to enter into this Agreement and is not subject to any insolvency or bankruptcy proceedings. b. This Agreement constitutes legal, valid, and binding obligations on the Borrower, enforceable in its entirety and there are no claims against the Borrower. c. The Borrower shall comply with the terms of this Agreement including making timely payment of the EMI and ensure that the Repayment Instrument(s) are honored on presentation. It is the duty of the Borrower to ensure that his/her bank account has been debited towards the EMI and in case of his/her account not being so debited, the Borrower shall be obliged to inform the Lender in this regard within 2 days from the due date of such EMI. d. That the information given in the Borrower's Mode of Application and any prior or subsequent information given to the Lender is accurate. e. That the Borrower undertakes to promptly notify the Lender of any change in the Borrower’s particulars as mentioned hereto or of any circumstance(s) affecting the correctness of any of the particulars set forth hereto or in the Mode of Application immediately on the happening or occurrence of any such circumstance(s). In case of such event, the Lender may in its absolute discretion suspend operation / stop further withdrawal till fresh approval is obtained by the Borrower from the Lender for continuing the Loan and demand repayment of the Outstanding Amount. f. That the obligation of the Borrower to repay the Outstanding Amount is independent of the arrangement between the Borrower or the student/xxxx and the Educational Institute. The Borrower agrees that the Lender shall not be responsible or liable for any services / course to be provided by the Educational Institute to the Borrower or his immediate relative and whether or not such services / course were satisfactory to the beneficiary, the obligation to pay the Outstanding Amount shall continue to subsist on the Borrower in accordance with this Agreement. g. That once the loan is disbursed, the Borrower is liable to repay entire Outstanding Amount irrespective of his (or the student’s intending to enroll) usage or non-usage of the Educational Institute’s services. If the Borrower or his child/relative decides to not pursue the course after disbursement of Loan, he/still will still be liable to pay/repay entire Outstanding Amount. The Borrower agrees that failure to complete the educational course or dropping out of the course before it’s completion for any reason whatsoever will not absolve the Borrower’s liability to fully repay the entire Outstanding aAmount to the Lender. h. That the Borrower undertakes to comply with any additional requirements and furnishing any additional documents or information required by the Lender anytime during the term of this Agreement, within the timelines mandated by the Lender. These include additional documents such as, but not limited to: i. Bank Statements ii. Salary Slips/Income Tax Returns. iii. Additional know your customer / anti-money laundering related documents and undertakings The Lender may, at its sole discretion, not disburse the Loan on account of non-fulfillment of such conditions or non- submission of such documents or information within the timelines mandated by the Lender. i. That in the event the Borrower is entitled to receive any amount of money from the Educational Institute either by way of a refund (including but not limited to the student dropping out of the course midway), reimbursement or any in other manner during the pendency of any Outstanding Amount, such amount shall be payable by the Borrower /Educational Institute to the Lender towards satisfaction of an equivalent portion of the Outstanding Amount.

  • Contractor Commitments, Warranties and Representations Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

  • Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Company Warranties The Company represents and warrants to the Purchaser that:

  • Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

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