Qualifications to Seller Warranties Sample Clauses

Qualifications to Seller Warranties. The Seller Warranties are given subject to and are qualified by, and the Seller is not liable in respect of any Warranty Claim, to the extent that the facts, matters and circumstances giving rise to the Warranty Claim: (a) are expressly provided for in this Agreement; (b) are Fairly Disclosed in the Data Room Documentation; (c) arise from or in relation to the non-satisfaction of a Condition that has been waived by the Buyer pursuant to clause 2.3; (d) would have been revealed by a search of the public registers or records (in respect of the Seller) maintained by the following Government Agencies or judicial and administrative bodies specified below as at the dates specified below: (i) ASIC on 20 October 2021 in respect of the Seller; (ii) the Personal Property Securities Register on 20 October 2021 in respect of the Seller; (iii) the High Court of Australia on 9 August 2021 in respect of the Seller; (iv) the Federal Court of Australia on 5 August 2021 in respect of the Seller; (v) the Supreme Court of Western Australia on 9 August 2021 in respect of the Seller; (vi) the District Court of Western Australia on 21 October 2021 in respect of the Seller; (vii) the National Native Title Tribunal on 20 October 2021 in respect of the Properties; (viii) the Aboriginal Heritage Inquiry System on 20 October 2021 in respect of the Properties; (ix) the Australian Heritage Database on 20 October 2021 in respect of the local government area of Merredin; (x) the WEM Rule Participants list or WEM Registered Facilities list that Australian Energy Market Operator is required to maintain on 20 October 2021 in respect of the Seller; (xi) the Register of Accredited Power Stations published by the Clean Energy Regulator on 20 October 2021 in respect of the Seller; (xii) a works approval and prescribed premises licence search from the Department of Water and Environmental Regulation on 20 October 2021 in respect of the Seller; (xiii) a ministerial statement search from the Environmental Protection Authority on 20 October 2021 in respect of the Seller; (xiv) a controlled action approval search from the Department of Agriculture, Water and the Environment on 20 October 2021 in respect of the Seller; (xv) IP Australia on 20 October 2021 in the name of the Seller, Merredin, Risen Energy Australia and Risen Energy Service; or (xvi) IP Australia on 21 October 2021 in the name of Merredin. (e) are within the actual knowledge of Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxx or Xxxxxxx Xxx...
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Related to Qualifications to Seller Warranties

  • Seller Warranties 20.1 The Seller warrants that at the Date of this Contract: (a) the Seller will be able to complete at Completion; (b) the Seller has no knowledge of any unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Land; and (d) the Seller is not aware of any material change in the matters disclosed in the Housing Development Requirements. 20.2 The Seller warrants that on Completion: (a) the Seller will have the capacity to complete; (b) there will be no unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment order or writ affecting the Land; and (d) the Seller is not aware of any encroachments by or upon the Land except as disclosed. This warranty does not extend to the location of any dividing fence. 20.3 The Seller gives no warranties as to the present state of repair of any of the Improvements or condition of the Land, except as required by law.

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.

  • Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

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