REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR. 7.1 The Vendor hereby unconditionally and irrevocably represents and warrants to and undertakes with the Purchaser that the statements in Schedule 2 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects and not misleading in any respect. 7.2 The Purchaser’s rights in respect of each of the said Vendor’s Warranties contained in this Agreement (including all Schedules) will survive Completion and continue in full force and effect notwithstanding Completion and shall not be affected by any information relating to the Issuer of which the Purchaser has knowledge (however acquired and whether actual, imputed or constructive). 7.3 Prior to Completion, if any of the Vendor’s Warranties set out in this Clause 7 and Schedule 2 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 13, 15, 16 and 19 and without prejudice to the rights of either party in respect of antecedent breaches. 7.4 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules. 7.5 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be deemed to be repeated as at Completion as if all references therein to the date of this Agreement were references to the Completion Date. 7.6 In the event of discovery, after Completion, of either breach or non-fulfillment, of any of the Vendor’s Warranties made or given by the Vendor in this Agreement or any matter the subject of such Vendor’s Warranties not being as represented, warranted or undertaken with the result that: (a) any asset or contract of any member of the Group which has been included in the management accounts thereby cease to belong to the relevant member of the Group or is affected by third party interests; or (b) any member of the Group thereby has incurred or is or becomes under any liability which it would not have incurred but for such event; or (c) the net assets of any member of the Group are diminished or less than they would have been had no such breach occurred, then the Vendor agrees to pay to, upon written request of the Purchaser, the relevant member of the Group either: (i) an amount sufficient to make good the diminution in the amount or value of the asset or contract or all loss occasioned by or arising out of such liability; or (ii) an amount equal to the diminution thereby caused in the value of the SPA Sale Shares. 7.7 The Vendor hereby agrees to indemnify the Purchaser and, upon written request of the Purchaser, the relevant member of the Group and keep the same indemnified in respect of all their costs (including all their legal costs) or expenses which the Purchaser and/or the relevant member of the Group may incur either before or after the commencement of any action in connection with:- (a) the settlement of any claim that any of the Vendor’s Warranties are untrue or misleading or have been breached; (b) any legal proceedings in which the Purchaser claims that any of the Vendor’s Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; or (c) the enforcement of any such settlement or judgment. 7.8 The Vendor hereby agrees to indemnify and keep indemnified the Purchaser in full from and against all liabilities, losses, damages, claims, costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by the Purchaser and arising whether directly or indirectly as a consequence of any breach by the Vendor of any of its obligations, commitments, undertakings, agreements, representations, warranties and indemnities under or pursuant to this Agreement. 7.9 These rights of the Purchaser under Clauses 7.6, 7.7 and 7.8 shall be in addition and without prejudice to any other rights and remedies available to it under this Agreement or otherwise, which rights and remedies are hereby specifically reserved. 7.10 The Vendor shall not be liable for any claim in respect of the Vendor’s Warranties and this Agreement unless: (a) the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach not later than the expiry of a period of 24 months after the Completion Date; (b) the amount recoverable from the Vendor in respect thereof is in excess of US$100,000 or if any claim is below US$100,000, when aggregated with any other amounts so recoverable by the Purchaser in respect of any other claims below US$100,000 exceeds US$100,000, and under these circumstances, the Vendor shall be liable for all amounts so claimed. 7.11 The aggregate amount of liability of the Vendor for all claims made in respect of the Vendor’s Warranties or otherwise under the terms of this Agreement shall not exceed US$4,000,000.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Technology Development Group Corp)
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR. 7.1 The Vendor hereby unconditionally and irrevocably represents and warrants to and undertakes with the Purchaser that the statements in Schedule 2 3 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects and not misleading in any respect.
7.2 The Purchaser’s rights in respect of each of the said Vendor’s Warranties representations, warranties, undertakings and indemnities contained in this Agreement (including all Schedules) will survive Completion and continue in full force and effect notwithstanding Completion and shall not be affected by any information relating to the Issuer Company of which the Purchaser has knowledge (however acquired and whether actual, imputed or constructive).
7.3 Prior to Completion, if any of the Vendor’s Warranties warranties, representations or undertakings set out in this Clause 7 and Schedule 2 3 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties hereto shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 1312, 1514, 16 15 and 19 18 and without prejudice to the rights of either party Party in respect of antecedent breaches.
7.4 The Vendor’s Warranties representations, warranties and undertakings set out in each paragraph of Schedule 2 3 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules.
7.5 The Vendor’s Warranties representations, warranties and undertakings set out in each paragraph of Schedule 2 3 shall be deemed to be repeated as at Completion as if all references therein to the date of this Agreement were references to the Completion Date.
7.6 In the event of discovery, after Completion, of either breach or non-fulfillment, of any of the Vendor’s Warranties made or given by the Vendor in this Agreement or any matter the subject of such Vendor’s Warranties not being as represented, warranted or undertaken with the result that:
(a) any asset or contract of any member of the Group which has been included in the management accounts thereby cease to belong to the relevant member of the Group or is affected by third party interests; or
(b) any member of the Group thereby has incurred or is or becomes under any liability which it would not have incurred but for such event; or
(c) the net assets of any member of the Group are diminished or less than they would have been had no such breach occurred, then the Vendor agrees to pay to, upon written request of the Purchaser, the relevant member of the Group either:
(i) an amount sufficient to make good the diminution in the amount or value of the asset or contract or all loss occasioned by or arising out of such liability; or
(ii) an amount equal to the diminution thereby caused in the value of the SPA Sale Shares.
7.7 The Vendor hereby agrees to indemnify the Purchaser and, upon written request of the Purchaser, the relevant member of the Group and keep the same indemnified in respect of all their costs (including all their legal costs) or expenses which the Purchaser and/or the relevant member of the Group may incur either before or after the commencement of any action in connection with:-
(a) the settlement of any claim that any of the Vendor’s Warranties are untrue or misleading or have been breached;
(b) any legal proceedings in which the Purchaser claims that any of the Vendor’s Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; or
(c) the enforcement of any such settlement or judgment.
7.8 7.7 The Vendor hereby agrees to indemnify and keep indemnified the Purchaser in full from and against all liabilities, losses, damages, claims, costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by the Purchaser and arising whether directly or indirectly as a consequence of any breach by the Vendor of any of its obligations, commitments, undertakings, agreements, representationswarranties, warranties indemnities and indemnities warrants under or pursuant to this Agreement.
7.9 7.8 These rights of the Purchaser under Clauses 7.6, 7.6 and 7.7 and 7.8 shall be in addition and without prejudice to any other rights and remedies available to it under this Agreement or otherwise, which rights and remedies are hereby specifically reserved.
7.10 The Vendor shall not be liable for any claim in respect of the Vendor’s Warranties and this Agreement unless:
(a) the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach not later than the expiry of a period of 24 months after the Completion Date;
(b) the amount recoverable from the Vendor in respect thereof is in excess of US$100,000 or if any claim is below US$100,000, when aggregated with any other amounts so recoverable by the Purchaser in respect of any other claims below US$100,000 exceeds US$100,000, and under these circumstances, the Vendor shall be liable for all amounts so claimed.
7.11 The aggregate amount of liability of the Vendor for all claims made in respect of the Vendor’s Warranties or otherwise under the terms of this Agreement shall not exceed US$4,000,000.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Technology Development Group Corp)
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR. 7.1 The Vendor hereby unconditionally and irrevocably represents and warrants to and undertakes with the Purchaser that the statements in Schedule 2 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects and not misleading in any respect.
7.2 The Purchaser’s rights in respect of each of the said Vendor’s Warranties contained in this Agreement (including all Schedules) will survive Completion and continue in full force and effect notwithstanding Completion and shall not be affected by any information relating to the Issuer of which the Purchaser has knowledge (however acquired and whether actual, imputed or constructive).
7.3 Prior to Completion, if any of the Vendor’s Warranties set out in this Clause 7 and Schedule 2 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 13, 15, 16 and 19 and without prejudice to the rights of either party in respect of antecedent breaches.
7.4 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules.
7.5 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be deemed to be repeated as at Completion as if all references therein to the date of this Agreement were references to the Completion Date.
7.6 In the event of discovery, after Completion, of either breach or non-fulfillment, of any of the Vendor’s Warranties made or given by the Vendor in this Agreement or any matter the subject of such Vendor’s Warranties not being as represented, warranted or undertaken with the result that:
(a) any asset or contract of any member of the Group which has been included in the management accounts thereby cease to belong to the relevant member of the Group or is affected by third party interests; or
(b) any member of the Group thereby has incurred or is or becomes under any liability which it would not have incurred but for such event; or
(c) the net assets of any member of the Group are diminished or less than they would have been had no such breach occurred, then the Vendor agrees to pay to, upon written request of the Purchaser, the relevant member of the Group either:
(i) an amount sufficient to make good the diminution in the amount or value of the asset or contract or all loss occasioned by or arising out of such liability; or
(ii) an amount equal to the diminution thereby caused in the value of the SPA Sale Shares.
7.7 The Vendor hereby agrees to indemnify the Purchaser and, upon written request of the Purchaser, the relevant member of the Group and keep the same indemnified in respect of all their costs (including all their legal costs) or expenses which the Purchaser and/or the relevant member of the Group may incur either before or after the commencement of any action in connection with:-
(a) the settlement of any claim that any of the Vendor’s Warranties are untrue or misleading or have been breached;
(b) any legal proceedings in which the Purchaser claims that any of the Vendor’s Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; or
(c) the enforcement of any such settlement or judgment.
7.8 The Vendor hereby agrees to indemnify and keep indemnified the Purchaser in full from and against all liabilities, losses, damages, claims, costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by the Purchaser and arising whether directly or indirectly as a consequence of any breach by the Vendor of any of its obligations, commitments, undertakings, agreements, representations, warranties and indemnities under or pursuant to this Agreement.
7.9 These rights of the Purchaser under Clauses 7.6, 7.7 and 7.8 shall be in addition and without prejudice to any other rights and remedies available to it under this Agreement or otherwise, which rights and remedies are hereby specifically reserved.
7.10 The Vendor shall not be liable for any claim in respect of the Vendor’s Warranties and this Agreement unless:
(a) the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach not later than the expiry of a period of 24 months after the Completion Date;
(b) the amount recoverable from the Vendor in respect thereof is in excess of US$100,000 or if any claim is below US$100,000, when aggregated with any other amounts so recoverable by the Purchaser in respect of any other claims below US$100,000 exceeds US$100,000, and under these circumstances, the Vendor shall be liable for all amounts so claimed.
7.11 The aggregate amount of liability of the Vendor for all claims made in respect of the Vendor’s Warranties or otherwise under the terms of this Agreement shall not exceed US$4,000,0002,837,292.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Technology Development Group Corp)
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR. 7.1 The Vendor hereby unconditionally and irrevocably represents and warrants to and undertakes with the Purchaser that the statements in Schedule 2 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects and not misleading in any respect.
7.2 The Purchaser’s rights in respect of each of the said Vendor’s Warranties contained in this Agreement (including all Schedules) will survive Completion and continue in full force and effect notwithstanding Completion and shall not be affected by any information relating to the Issuer of which the Purchaser has knowledge (however acquired and whether actual, imputed or constructive).
7.3 Prior to Completion, if any of the Vendor’s Warranties set out in this Clause 7 and Schedule 2 is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendor becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendor, the Vendor shall forthwith notify the Purchaser thereof, and in all these events, the Purchaser shall not be bound to procure the completion of the sale and purchase of the SPA Sale Shares and may by notice in writing rescind this Agreement, in which event the parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 13, 15, 16 and 19 and without prejudice to the rights of either party in respect of antecedent breaches.
7.4 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules.
7.5 The Vendor’s Warranties set out in each paragraph of Schedule 2 shall be deemed to be repeated as at Completion as if all references therein to the date of this Agreement were references to the Completion Date.
7.6 In the event of discovery, after Completion, of either breach or non-fulfillment, of any of the Vendor’s Warranties made or given by the Vendor in this Agreement or any matter the subject of such Vendor’s Warranties not being as represented, warranted or undertaken with the result that:
(a) any asset or contract of any member of the Group which has been included in the management accounts thereby cease to belong to the relevant member of the Group or is affected by third party interests; or
(b) any member of the Group thereby has incurred or is or becomes under any liability which it would not have incurred but for such event; or
(c) the net assets of any member of the Group are diminished or less than they would have been had no such breach occurred, then the Vendor agrees to pay to, upon written request of the Purchaser, the relevant member of the Group either:
(i) an amount sufficient to make good the diminution in the amount or value of the asset or contract or all loss occasioned by or arising out of such liability; or
(ii) an amount equal to the diminution thereby caused in the value of the SPA Sale Shares.
7.7 The Vendor hereby agrees to indemnify the Purchaser and, upon written request of the Purchaser, the relevant member of the Group and keep the same indemnified in respect of all their costs (including all their legal costs) or expenses which the Purchaser and/or the relevant member of the Group may incur either before or after the commencement of any action in connection with:-
(a) the settlement of any claim that any of the Vendor’s Warranties are untrue or misleading or have been breached;
(b) any legal proceedings in which the Purchaser claims that any of the Vendor’s Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; or
(c) the enforcement of any such settlement or judgment.
7.8 The Vendor hereby agrees to indemnify and keep indemnified the Purchaser in full from and against all liabilities, losses, damages, claims, costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by the Purchaser and arising whether directly or indirectly as a consequence of any breach by the Vendor of any of its obligations, commitments, undertakings, agreements, representations, warranties and indemnities under or pursuant to this Agreement.
7.9 These rights of the Purchaser under Clauses 7.6, 7.7 and 7.8 shall be in addition and without prejudice to any other rights and remedies available to it under this Agreement or otherwise, which rights and remedies are hereby specifically reserved.
7.10 The Vendor shall not be liable for any claim in respect of the Vendor’s Warranties and this Agreement unless:
(a) the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach not later than the expiry of a period of 24 months after the Completion Date;
(b) the amount recoverable from the Vendor in respect thereof is in excess of US$100,000 or if any claim is below US$100,000, when aggregated with any other amounts so recoverable by the Purchaser in respect of any other claims below US$100,000 exceeds US$100,000, and under these circumstances, the Vendor shall be liable for all amounts so claimed.
7.11 The aggregate amount of liability of the Vendor for all claims made in respect of the Vendor’s Warranties or otherwise under the terms of this Agreement shall not exceed US$4,000,0001,200,000.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Technology Development Group Corp)
