Purchaser’s Warranties. 8.1 The Purchaser warrants to the Vendor as follows—
(a) it has the requisite power and authority to enter into and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement to which it is or has agreed to become a party (the "Purchaser Documents");
(b) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, and the performance by it of its obligations under, this Agreement and the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.
Purchaser’s Warranties. 9.1 The Purchaser warrants to the Seller that:
(a) the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation;
(b) the Purchaser has the requisite power and authority to enter into and to perform each Transaction Document to which it is a party;
(c) each Transaction Document to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation of the Purchaser;
(d) compliance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of:
(i) the certificate of incorporation or by-laws of the Purchaser; or
(ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or
(iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;
(e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;
(f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and
(g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this Agreement.
Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereof:
(a) the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register;
(b) the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder;
(c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser;
(d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect;
(e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof;
(f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser;
(g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement;
(h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement;
(i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms;
(j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or t...
Purchaser’s Warranties. The Purchaser represents and warrants to the Seller that:
Purchaser’s Warranties. 8.1 Both the Parent and Purchaser jointly and severally warrant to the Vendors that the Purchaser's Warranties set out in Schedule 2 Part II are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion and the Parent and the Purchaser hereby further acknowledges that the Vendors in entering into this Agreement is relying on the Purchaser's Warranties. For the avoidance of doubt, the Parent and the Purchaser makes no warranty in respect of all matters, documents and/or information disclosed to the Vendors or its agents as exceptions to the Purchaser's Warranties as set out in the Purchaser's Schedule of Exceptions and the Vendors hereby confirm and agree that it has no right to make any claim or demand in respect of all such matters, documents and/or information.
8.2 Each of the Purchaser's Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause.
8.3 The rights and remedies of the Vendors in respect of any breach of the Purchaser's Warranties shall not be affected by completion of the sale and purchase of the Sale Shares, by any investigation made by or on behalf of the Vendors into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release.
8.4 The Parent and the Purchaser hereby jointly and severally undertake to indemnify and keep indemnified the Vendors against any losses, liabilities, damages, costs and expenses suffered by the Vendors as a result of or in connection with any breach of any of the Purchaser's Warranties provided that the indemnity contained in this Clause shall be without prejudice to any other rights and remedies of the Vendors in relation to any such breach of the Purchaser's Warranties and all such other rights and remedies are hereby expressly reserved to the Vendors.
8.5 (1) Any claim by the Vendors in connection with the Purchaser's Warranties (a "Purchaser's Warranty Claim") shall not be made unless the amount of the damages in respect of such Purchaser's Warranty Claim exceeds in aggregate the sum of US$50,000 but if the liabilities exceed that sum the Purchaser shall (subject to other provisions hereof) be liable for the whole of such liability and not merely...
Purchaser’s Warranties. The Purchaser hereby warrants to the Seller that each of the statements set out in Schedule 7 (the “Purchaser’s Warranties”) is true and accurate on the Completion Date.
Purchaser’s Warranties. The Purchaser warrants to the Seller that:
(a) it has the power to execute and deliver this agreement, and each of the other Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
(b) this agreement constitutes, and each of the other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with its terms;
(c) the execution and delivery by the Purchaser of this agreement and of each of the other Transaction Documents to which it is or will be a party and the performance of the obligations of the Purchaser under it and each of them do not and will not conflict with or constitute a default under any provision of:
(i) any agreement or instrument to which the Purchaser is a party; or
(ii) the constitutional documents of the Purchaser; or
(iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Purchaser is bound; and
(d) all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Purchaser to execute and deliver this agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.
Purchaser’s Warranties. The Purchaser warrants and represents to the Vendor that:
(a) the Purchaser is a company duly incorporated and organised, validly existing and in good standing under the laws of New Zealand; and
(b) the Purchaser has the legal right and power to enter into this agreement and to buy the Business Assets from the Vendor on and subject to the terms of this agreement.
Purchaser’s Warranties. 6.1 The Purchaser represents and warrants to the Sellers that each of the statements set out in the Schedule 3 “Purchaser’s Warranties” is, and will at Completion be, true and accurate.
6.2 Each of the Purchaser’s Warranties set out in the several paragraphs of Schedule 3 “Purchaser’s Warranties” is separate and independent and, except as expressly provided to the contrary in this Agreement, is not limited;
(i) by reference to any other paragraph of Schedule 3 “Purchaser’s Warranties”; or
(ii) by anything in this Agreement.
6.3 Purchaser acknowledges that the Purchaser’s Warranties are material and the accuracy of the Purchaser’s Warranties is essential to each Seller’s decision to enter into and sell the Shares as set out in this Agreement. The Purchaser’s Warranties allocate between the Sellers and the Purchaser the risk and costs relating to any facts or circumstances which may cause any of the Purchaser’s Warranties to be untrue or inaccurate.
6.4 None of the Purchaser’s Warranties shall, and the Sellers’ ability to claim for breach of such Purchaser’s Warranty shall not, be treated as waived, qualified or otherwise affected by any actual knowledge or any knowledge imputed to the Sellers, including any knowledge resulting from any due diligence investigation carried out by or on behalf of the Sellers.
6.5 Purchaser will pay to the Sellers all damages, liabilities, losses and reasonable costs of the Sellers incurred as a result of the breach of a Purchaser’s Warranty to be determined in accordance with articles 6: 95 and 96 Dutch Civil Code. Damages based on lost profits resulting from missed opportunities by a Seller will not be taken into account when determining such damages, liabilities, losses and costs of the Seller.
6.6 For the avoidance of doubt, any amounts payable by Purchaser under Clause 6.5 for breach of a Purchaser’s Warranty will include an amount for all reasonable costs incurred by the Sellers in connection with the determination, prevention or limitation of any loss or damage resulting from or arising as a result of any breach of a Purchaser’s Warranty and, in particular but without limitation, will include all legal and other similar costs incurred in instructing and retaining professional advisers.
Purchaser’s Warranties. Purchaser warrants and represents to the Sellers as follows:
9.1.1 Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.
9.1.2 Purchaser has full power and authority to enter into this Agreement and perform its obligations hereunder in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the documents to be executed by Purchaser pursuant hereto have been duly and validly authorized by all necessary action on the part of Purchaser. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject as to enforceability to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors generally and to general principles of equity. No bankruptcy, insolvency, reorganization, arrangement or moratorium proceeding, or allegation of fraudulent conveyance, is now pending or threatened against Purchaser.
9.1.3 Execution by Purchaser of this Agreement and all documents provided for herein to be executed by Purchaser, and performance by Purchaser of the provisions hereof and thereof, will not violate or result in any breach of, or constitute a default under, any law, regulation, order or judgment of any Governmental Authority to which Purchaser is subject, or any agreement, indenture, mortgage, deed of trust, bank loan, credit agreement or any other instrument to which Purchaser is a party or by which Purchaser is bound, where such breach or default might adversely affect Purchaser's ability to perform its obligations hereunder or under such other documents. Purchaser is not in default under any note, evidence of indebtedness, lease, contract, license, undertaking or other agreement where the liability thereunder might adversely affect Purchaser's ability to perform its obligations under this Agreement or such other documents.
