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.
Seller Warranties. 19.1 The Seller warrants that at the Date of this Contract the Seller:
(a) will be able to complete at Completion;
(b) has no knowledge of any unsatisfied judgment, order or writ issued by a court or tribunal affecting the Land;
(c) has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ issued by a court or tribunal affecting the Land; and
(d) is not aware of any material change in the matters disclosed in the Housing Development Guide.
19.2 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 issued by a court or tribunal 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 issued by a court or tribunal 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.
19.3 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.
Seller Warranties. 9.1 The Seller hereby warrants to the Purchaser that each of the Seller’s Warranties as set out in Schedule 7 (Seller’s Warranties) is true and accurate as at the Signing Date (by reference to the facts and circumstances existing as at the time of Signing).
9.2 Immediately prior to and at Completion, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date.
9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser or a member of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter.
9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements.
9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by t...
Seller Warranties. 7.1. The Seller hereby represents and warrants to the Purchaser, as at each of the Execution Date and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 3 (“Seller Warranties”); provided that the Seller Warranties in Part B of Schedule 3 are made to the actual knowledge of the Seller.
7.2. The Seller acknowledges that the Purchaser has entered into this Agreement in reliance on, among other things, the Seller Warranties.
7.3. The Seller Warranties are qualified by the facts reasonably disclosed in the Disclosure Letter to be delivered by the Seller to the Purchaser on the Execution Date.
7.4. The Purchaser acknowledges and agrees that the Seller Warranty set out in Clause 5 of Part B of Schedule 3 is given as of the Execution Date and shall not be repeated on the Completion Date, provided that the Seller shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the Execution Date until the Completion Date that would constitute a violation or breach of such Seller Warranty if such Warranty were made as of any date from the Execution Date until the Completion Date.
7.5. If after the Execution Date (i) it is brought to the knowledge of the Seller that any of the Seller 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 Seller results or could reasonably be expected to result in any of the Seller Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Seller Warranties been repeated as at the Completion Date, the Seller shall notify the Purchaser 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 3.2(ii) has been satisfied and for the purposes of Clause 10.
Seller Warranties. Seller hereby represents, warrants, covenants and agrees to and with Xxxxx as to the following matters, each of which is so warranted to be true and correct as of the date of this contract, and also to be true and correct as of the closing date: (a) Seller owns good and marketable fee simple title in the property and has full right, title, authority and capacity to execute and to perform this contract and to convey title to the property, subject to the permitted exceptions herein; (b) no contracts for the furnishing of any labor or material to the land or the improvements thereon, and no security agreements or leases in respect to any goods or chattels that have been or are to become attached to the land or any improvements thereon as fixtures, will at the time of closing be outstanding and not fully performed and satisfied; (c) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code, and no portion of the purchase price is required to be withheld by Buyer pursuant to Section 1445 of such Code and the regulations promulgated thereunder; (d) there is no lease in place for the property. Seller further represents and warrants that there are no contracts or agreements related to the use, ownership or operation of the property which would be binding upon Buyer on and after the closing; (e) property is not located in a flood plain and that there are no condemnations, assessments, suits, judicial or administrative actions or proceedings affecting, pending, or threatened against the property; (f) Seller has no knowledge or, nor reason to suspect, that there has been any underground storage (or other) tank or any presence, disposal, release, or threatened release of hazardous substances or hazardous wastes on, from or under the property, by or through Seller, or any other party whatsoever. Seller similarly represents that to the best of Seller’s knowledge there was no underground storage (or other) tank, nor any presence, disposal, release or threatened release of hazardous substances or hazardous waste on, from or under the premises prior to Seller’s acquisition or ownership or control of the premises. Seller similarly represents that to the best of Seller’s knowledge the property (including underlying soil and ground water conditions) is not in violation of any state, local, federal, municipal or other law, statute, regulation, code, ordinance, decree or order relating to hygienic or environmental conditions, and dur...
Seller Warranties. The Seller represents and warrants to the Purchaser that:
Seller Warranties. The Seller represents and warrants to the Purchaser that each of the Seller Warranties are true, correct and not misleading as on the Agreement Date and as of the Closing Date, as though made on and as of each such date.
Seller Warranties. Seller warrants that: (a) Seller is a merchant as that term is defined by the Uniform Commercial Code (UCC); (b) the Product is merchantable and fit for sale to domestic and foreign customers; (c) all Product was grown in the continental United States; (d) no Product has been adulterated or misbranded within the meaning of the Federal Food, Drug & Cosmetic Act, as amended; (e) Seller is not insolvent, as defined in the UCC; and (f) the Product which is the subject of this Contract is and will remain free and clear of any penalty, lien, charge, quota regulation or encumbrance, governmental or otherwise, of any nature at the time of the sale to Buyer.
Seller Warranties. Subject to the limitations and conditions set out in this clause 5, the Seller gives to the Purchaser the Warranties set out in Schedule 3 to this Agreement. The Warranties are given subject to the other limitations and qualifications set out in this clause 5 and Schedule 4. The Seller represents and warrants to the Purchaser that the Warranties were true and accurate in all respects on the date hereof, and are true and accurate in all respects at Closing (except that the Warranties made as of a specified date need only be true and correct as of such date), provided that the Seller has retained the right prior to the Closing Date to update the content of the Disclosure Letter to the Warranties with facts or circumstances having occurred between the date hereof and the Closing Date. If such update has revealed new facts or circumstances giving rise to a Claim, the Purchaser shall be entitled to make such Claim after Closing under this Section 7 of the Agreement, and subject to all limitations and provisions herein.
5.1 The Purchaser acknowledges and agrees that no other statement, promise or forecast made by or on behalf of the Company, the Seller or any other member of the Seller Group may form the basis of any claim by the Purchaser or any other member of the Purchaser Group under or in connection with this Agreement or any Transaction Document; without limitation, the Purchaser acknowledges and agrees that neither any member of the Seller Group nor the Company makes any representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Affiliates or to its or their advisers on or prior to the date of this Agreement (including any documents provided to the Purchaser via email or contained in any hand-out provided at any of the management presentations or site visits).
5.2 Any Claim brought by the Purchaser shall be limited by the limitations in this clause 5 or Schedule 4. None of the limitations in this clause 5 or Schedule 4 shall apply to any Claim which arises (or to the extent that it is increased) as a consequence of a “dol” by the Company, the Seller, any member of the Seller Group, or any legal representatives of the Company, of the Seller, or of any member of the Seller Group.
5.3 The Purchaser agrees to comply with its obligations under paragraph 9 of Schedule 4.
5.4 The Purchaser shall ensure (at the Seller’s cost) that on the provision by the re...
Seller Warranties. The Seller represents and warrants to the Buyer as on the Signature Date and on each day thereafter during the Term, that:
34.1.1 it is a limited liability company, duly incorporated and validly existing under the Laws and has taken all necessary actions to authorize its execution of and to fulfill its obligations under this Agreement and the Project Documents;
34.1.2 it has the purpose, object and business of undertaking the Project and selling Energy in terms of this Agreement;
34.1.3 its obligations under this Agreement and its rights and obligations under the Project Documents to which it is a party are legal, valid and binding and enforceable against it, in accordance with the terms of this Agreement and such Project Documents to which it is a party;
34.1.4 all the Project Documents have been duly executed on proper authority and are in full force and effect as at the Signature Date, save for those Project Documents identified in Schedule 6 (Project Documents) that will be executed in the Agreed Form after the Signature Date on proper authority;
34.1.5 the execution and performance of any Project Documents do not and will not contravene any provision of this Agreement, the memorandum of incorporation of the Seller as at the Signature Date, or any order or other decision of any Responsible Authority or arbitrator that is binding on the Seller as at the Signature Date;
34.1.6 all Consents required for the conduct of the Project are in full force and effect as at the Signature Date, save for any Consents which are not required under the Laws to be obtained by the Signature Date, provided that the Seller warrants that it knows of no reason (having made all reasonable enquiries in this regard) why any such Consent will not be granted on reasonable terms by the time it is required to obtain such Consent;
34.1.7 no litigation, arbitration, investigation or administrative proceeding is in progress as at the Signature Date or, to the best of the knowledge of the Seller as at the Signature Date (having made all reasonable enquiries), threatened against it or any of the Contractors, which is likely to have a material adverse effect on the ability of the Seller to conduct the Project;
34.1.8 the Seller is not subject to any obligation or non-compliance which is likely to have a material adverse effect on its ability to conduct the Project;
34.1.9 no proceedings or any other steps have been taken or, to the best of the knowledge of the Seller (having made all reas...
