Purchaser’s Warranties Clause Samples
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Purchaser’s Warranties. The Purchaser warrants to the Seller at the date of this Agreement and at the date of the Closing that:
(a) it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation with the requisite power and authority to enter into and perform its obligations under this Agreement, and except as expressly provided herein has taken all necessary corporate action to authorise the execution, delivery and performance of, its obligations under this Agreement;
(b) this Agreement constitutes legal, valid and binding obligations of the Purchaser enforceable against it in accordance with its terms, assuming due execution and delivery by the Seller, except as enforceability will be subject to applicable bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganization, amalgamation, moratorium or any other Laws or legal procedures, whether of a similar nature or otherwise, generally affecting creditors' rights;
(c) the execution and delivery by the Purchaser of this Agreement and the performance of the obligations of the Purchaser under it do not and will not conflict with or constitute a breach, default or an event of default (with notice or lapse of time, or both) under any provision of:
(i) any agreement, instrument or permit to which the Purchaser is a party;
(ii) the constitutional documents of the Purchaser; or
(iii) any Law, Encumbrance or any other restriction of any kind or character by which the Purchaser is bound; except, in the case of paragraphs (i) and (iii) above, which has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement;
(d) other than as contemplated by or specified in this Agreement:
(i) no notices, reports or filings are required to be made by the Purchaser with any Governmental Authority in connection with the transactions contemplated by this Agreement; and
(ii) no consents, approvals, registrations, authorisations or other permits are required to be obtained by the Purchaser from any Governmental Authority in connection with the execution, delivery and performance of this Agreement, a failure to make or obtain which have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement;
(e) at the Cl...
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. 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. (a) The Purchaser hereby warrants to the Vendor that the information and statements set out in the Purchaser’s Warranties in Schedule 2 are true and fair in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Purchaser’s Warranties shall be deemed to be repeated on Completion if they had been entered into afresh during the said period in relation to the facts and circumstances then existing.
(b) The Purchaser acknowledges and agrees that the Vendor have entered into this Agreement in reliance on the Purchaser’s Warranties.
(c) Each of the Purchaser’s Warranties is separate and is to be construed independently of the others.
(d) If the Purchaser shall become aware, or reasonably ought to be aware, of any event which occurs or matter which arises which results or may result in any of the Purchaser’s Warranties being unfulfilled, untrue, misleading or incorrect, the Purchaser shall promptly notify the Vendor in writing with sufficient details thereof.
Purchaser’s Warranties. The Purchaser represents and warrants to the Seller that:
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. The Purchaser warrants to each of the Sellers that:
(a) it has the requisite power and authority to enter into and to perform this Agreement subject to any principles of equity or insolvency law;
(b) this Agreement and each of the documents which are to be entered into by the Purchaser pursuant to or otherwise in connection with this Agreement will constitute binding obligations on the Purchaser in accordance with their respective terms subject to any principles of equity or insolvency law;
(c) entry into and compliance with the terms of this Agreement by the Purchaser will not:
(i) constitute a default or a breach under the provision of any law, order, judgment, decree or regulation by which the Purchaser (or any member of the Purchaser’s Group other than the Company) is bound; or
(ii) constitute a default or a breach under the provision of any agreement or contract to which the Purchaser (or any member of the Purchaser’s Group other than the Company) is a party or by which the Purchaser (or any member of the Purchaser’s Group other than the Company) is bound; or
(iii) require any filing with, or the obtaining of any permit, authorisation, consent or approval of any Governmental Entity; and
(d) the Purchaser has the financial resources required to fulfil its obligations under this Agreement in respect of the payment of the consideration pursuant to clause 4 and, to the extent such resources rely on third parties providing finance, the Purchaser has committed facilities available to it which are not subject to any conditions outside the Purchaser’s control.
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 to each Vendor that as at the date of this Agreement:
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.