REPRESENTATIONS, WARRANTIES AND ASSURANCES OF SELLERs Sample Clauses

REPRESENTATIONS, WARRANTIES AND ASSURANCES OF SELLERs. Sellers acknowledge that Purchaser is entering into this Agreement in reliance on the representations, warranties and assurances (the "Warranties") hereby given by Sellers to Purchaser being true and correct both on the date hereof and on the Closing Date and consequently Sellers hereby jointly and severally represent, warrant and assure that the statements set out in this Section 6 are true and correct both on the date hereof and on the Closing Date. The Parties acknowledge that the Sellers have carried out a reorganization whereby the Business was transferred from Filtronic LK Oy and Filtronic (Suzhou) Telecommunication Products Co Ltd (the "Transferor Companies", each a "Transferor Company") to LK Products Oy by means of a business transfer and to and LK Products (Suzhou) Telecommunications Components Co., Limited by means of an asset purchase, respectively (the "Reorganization"). Any reference in this Section 6 to the Company or the Group Companies shall include the Transferor Companies to the extent and during the period the Business was operated by the Transferor Companies. Notwithstanding any Purchaser's knowledge of any facts, matters occurrences or events, whether arisen out of due diligence reviews or otherwise, the liability of Sellers under, and the rights and remedies of Purchaser in respect of, the Warranties shall only be qualified by the facts, matters, occurrences or events fairly disclosed by Sellers in the Disclosure Letter attached hereto as Schedule 6. Accordingly, Sellers shall be deemed not to be in breach of the Warranties only to the extent a fact, matter, occurrence or event has been fairly disclosed to Purchaser in the Disclosure Letter in a manner which sufficiently has allowed Purchaser, acting in a professional manner and advised by professional advisors, to understand that such fact, matter, occurrence or event constitutes a breach of the Warranties. The Sellers make no representation, warranty or assurance whatsoever, express or implied, beyond those expressly given in this Agreement. In particular the Sellers make no representation, warranty or assurance to the Purchaser with respect to any financial projection or forecast relating to the Business, beyond those expressly given in this Agreement.
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