Common use of Seller Warranties Clause in Contracts

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. 7.1. The Each Seller Group (for itself severally and not for any other Seller Group, and joint and severally in respect of each Seller Group) 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 5 (“Seller Warranties”); provided that the Seller Warranties in Part B of Schedule 3 5 are made to the actual knowledge of the Sellersellers forming part of the respective Seller Groups. 7.2. The Seller acknowledges Sellers acknowledge 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 Sellers to the Purchaser on the Execution Date. 7.4. The Purchaser acknowledges and agrees that the Seller Warranty Warranties set out in Clause 5 and 7.2 of Part B of Schedule 3 is 5 are given as of the Execution Date and shall not be repeated on the Completion Date, provided that the Seller Sellers 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 Warranties 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 any of the Seller Sellers 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 Sellers 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 Sellers 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. 7.1. 7.1 The Seller hereby represents and warrants to the Purchaser, as at each Purchaser and the Purchaser Designee in the terms of the Execution Seller Warranties at the Signing Date and at Completion. 7.2 Each of the Seller Warranties set out in each paragraph of Part A of Schedule 5 shall be separate and independent and, save as otherwise expressly provided otherwisein this Agreement, shall not be limited by reference to any other paragraph of Schedule 5. 7.3 The undertakings of the Seller in this Agreement shall survive Completion in accordance with their terms but following Completion the Seller shall not be liable for monetary damages to the Purchaser in respect of any Claim for breach of an undertaking other than a Specified Claim. With respect to any Specified Claim, Purchaser shall give written notice specifying in reasonable detail the matter which gives rise to such Specified Claim, the nature of the Specified Claim and (to the extent reasonably available to the Purchaser or the Purchaser Designee) the amount claimed, as at soon as reasonably practicable after the Purchaser has become aware of such Specified Claim, and in any event by no later than the date falling either (i) six months from the Completion Date in terms the case 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 a Claim under 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, 10 or (ii) 18 months from the Completion Date in the case of any event occurs or any matter arises which to the knowledge other Specified Claim. 7.4 The maximum aggregate liability of the Seller results for all Specified Claims shall be the Sale Consideration Amount. 7.5 The Seller undertakes to disclose in writing to the Purchaser as promptly as practicable anything which is or could reasonably be expected to result in constitute a material breach of or be inconsistent with any of the Seller Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Seller Company Warranties been repeated as that comes to its notice either before or at the Completion Datetime of Completion. 7.6 The Seller undertakes, if any claim is made against it in connection with the Seller shall notify sale of the Sale Shares to the Purchaser or a Purchaser Designee, not to make any claim against any Group Company or any director, employee, agent or adviser of any Group Company on whom it may have relied before agreeing to any term of the Transaction Documents, delivering any certificate pursuant to paragraph 2(a)(v) or (vi) of Schedule 4 or authorising any statement in writing as soon as reasonably practicable and the Disclosure Letter. 7.7 Nothing in any event prior to the Completion Date. Any such notifications this Agreement shall be disregarded with limit a Party’s remedies in respect to determining whether the condition set forth in Clause 3.2(ii) has been satisfied and for the purposes of Clause 10fraud or fraudulent misrepresentation.

Seller Warranties. 7.1. 7.1 The Seller hereby represents and warrants to the Purchaser, Buyer in the terms of the Seller Warranties as at each the date of the Execution Date and, save as expressly provided otherwise, this Agreement and as at the Completion Date pursuant to clause ‎7.4. Subject to the limitations in terms Schedule ‎4, the Seller shall indemnify the Buyer against all direct losses, liabilities, Costs, damages and expenses suffered or incurred by the Buyer as a result of (i) a breach of any Seller Warranty and/or (ii) a Taxation Reassessment relating to any period ended on or before the Locked Box Date, provided that any such losses, liabilities, costs, damages and expenses shall be calculated net of any Seller’s Tax Relief actually available. Any payments made pursuant to such indemnification by the Buyer to the Seller shall be treated as a reduction of the warranties set out Consideration. 7.2 Where a Seller Warranty refers to the Company, the Seller Warranty will be deemed given in respect of each Group Member. 7.3 Except where expressly otherwise indicated and except for the Specific Warranties of Schedule 3 (“Seller Warranties”); provided that ‎2 and for the Tax Reassessment Indemnity, and subject to clause ‎7.5 and clause ‎7.6, the Seller Warranties are qualified by all facts, matters and information Disclosed. 7.4 Unless expressly specified, the Seller Warranties will be deemed to be repeated immediately before Completion by reference to the facts and circumstances existing at Completion. For this purpose only, where in Part B a Seller Warranty (or in a defined term used in a Seller Warranty) there is an express or implied reference to the “date of Schedule 3 are made this Agreement” or an equivalent term, that reference is to be construed solely for the purposes of the repeated Seller Warranties as a reference to the “date of Completion” and where a Warranty refers to the “Datasite Documents” that reference is to be construed as a reference to the “Disclosure Documents”. 7.5 Subject to clause ‎7.6, the Seller Warranties as repeated pursuant to clause ‎7.4 will be qualified by those matters Disclosed in the Supplemental Disclosure Documents provided that in each case the matters giving rise to such disclosure has arisen or occurred solely since the date hereof. 7.6 Where any facts, matters or circumstances disclosed in the Supplemental Disclosure Documents would, but for such disclosure, constitute a breach of a Seller Warranty and such a breach has resulted in, or will eventually result in, an aggregate liability for the Group of: 7.6.1 less than or equal to US$1,500,000, such disclosure will be deemed to have been “Disclosed” and shall qualify the Seller Warranties and accordingly the Seller shall not have any liability under this Agreement with respect to the facts, matters or circumstances disclosed; 7.6.2 in excess of US$1,500,000, such disclosure will be deemed not to qualify the Seller Warranties and will be without prejudice to the Buyer’s rights pursuant to clause ‎7.4 of this Agreement. 7.7 Subject to clause ‎7.8, the Seller waives and may not enforce any right which the Seller may have against any Group Member, or any director or employee of any Group Member, on which or on whom it may have relied in agreeing to any term of this Agreement or related documents. 7.8 Notwithstanding clause ‎7.4 the Seller may bring a claim against any Group Member any director or employee of any Group Member for fraud by such Group Member, director or employee towards the Seller in this regard. 7.9 Subject to clause ‎7.10, where any Seller Warranty refers to the knowledge, information, belief or awareness of the Seller (or similar expression), this will be limited to the actual knowledge of the Seller. 7.2Seller (being the actual knowledge of any of Kaxxxxxx Xxxxxx, Alxxxxxx Xxxxx, Hixxxxx Xxxxxxx, Juxxx Xxxxxxxxx, Thxxxx Xxxxxxxxxxx xr Caxxxx Xxxxx xhe date of this Agreement or (in respect of the Seller Warranties repeated pursuant to clause ‎7.4 only on the 13 Completion Date). The Seller acknowledges that will not be deemed to have made enquiry of any other person or to have any other knowledge (actual, imputed or constructive). 7.10 Notwithstanding clause ‎7.9, where any Seller Warranty in paragraphs 12 and 13 of Schedule 2 refers to the Purchaser has entered into knowledge, information, belief or awareness of the Seller (or similar expression), this will be limited to the actual knowledge of the Seller (being the actual knowledge of Hixxxxx Xxxxxxx xt the date of this Agreement or (in reliance on, among other things, respect of the Seller Warranties. 7.3. The Seller Warranties are qualified by the facts reasonably disclosed in the Disclosure Letter repeated pursuant 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 clause ‎7.4 only) on the Completion Date, provided that the ). The Seller shall give the Purchaser prompt notice will not be deemed to have made enquiry of any eventother person or to have any other knowledge (actual, condition imputed or circumstance occurring from the Execution Date until the Completion Date that would constitute a violation or breach constructive) in respect of such Seller Warranty if such Warranty were made as of any date from the Execution Date until the Completion Datethese paragraphs. 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. 7.1. 9.1 The Seller hereby represents and warrants to the Purchaser, as at Purchaser that each of the Execution Date andSeller Warranties is true, save as expressly provided otherwise, accurate and not misleading as at the Signing Date and at the Completion Date in terms of the warranties set out in Schedule 3 (“Date. 9.2 In each Seller Warranties”); provided that Warranty, where any statement is qualified as being made so far as the Seller Warranties in Part B of Schedule 3 are made is aware or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness of Nxx Xxxx, Hxxxx, Xxxxxx, Axxxx Xxxxx Ax Xxxxxxx, Axxxx Xxxxxxx and Hxxxx Xxxxxxx (the “Awareness Persons”), having made reasonable enquiries for the purposes of disclosure against the Seller Warranties. 9.3 Each of the SellerSeller Warranties shall be construed as: 9.3.1 a separate and independent warranty; and 9.3.2 unless expressly provided in this Agreement, shall not be limited by reference to any other sub-clause of Clause 8 or Clause 9 or any paragraph in Schedule 2 and the Purchaser shall have a separate claim and right of action in respect of every breach of a Seller Warranty. 7.2. 9.4 The Seller Warranties shall not in any respect be extinguished or affected by Completion. 9.5 The provisions of Schedule 3 apply, to the extent set out therein, to limit the liability of the Seller with respect to a Claim or Indemnity Claim under this Agreement. 9.6 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance on, among other things, the Seller Warranties. 7.3. 9.7 The Seller Warranties are qualified by represents that it has procured and caused the facts reasonably disclosed in Company or any other Group Company to complete the Disclosure Letter Minority Interests Acquisition, with the acquisition of the Minority Interests to be delivered by implemented and completed pursuant to sale and purchase agreements between the Seller applicable Minority Interest Sellers and an applicable Group Company (which agreements shall be on terms acceptable to the Purchaser, acting reasonably). Seller represents that it has provided Purchaser on the Execution Date. 7.4. The Purchaser acknowledges and agrees that the Seller Warranty set out in Clause 5 within 15 days 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 with sufficient documentation to the reasonable satisfaction of Purchaser to prove 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 Dateall Minority Interest Acquisitions have been completed. 7.5. If after 9.8 Seller extends the Execution Date (i) it is brought warranties to the knowledge of the Seller Purchaser 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 are set forth in Clause 3.2(ii) has been satisfied this Agreement, including those warranties in Sections 8, 9 and for Schedule 2, to apply to the purposes purchase by Purchaser or its affiliates of Clause 10any and all shares of the Company that are acquired after September 30, 2017, directly from Seller or indirectly from a purchaser from Seller pursuant to any agreement whatsoever, and Seller’s indemnity obligations of Section 11.1 shall apply thereto.