Seller’s Warranties. 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement.
10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof.
10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information.
10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be.
10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made an...
Seller’s Warranties. (1) The Seller warrants that, except as disclosed in this contract at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land and will own the rest of the Property;
(b) if the Land is leasehold: it will be the registered lessee, the lease is not liable to forfeiture because of default under the lease, and it will own the rest of the Property;
(c) it will be capable of completing this contract (unless the Seller dies or becomes mentally incapable after the Contract Date); and
(d) there will be no unsatisfied judgment, order (except for an order referred to in clause 7.6(1)(b)) or writ affecting the Property.
(2) The Seller warrants that, except as disclosed in this contract at the Contract Date and at settlement there are no current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Property.
(a) The Seller warrants that, except as disclosed in this contract or a notice given by the Seller to the Buyer under the Environmental Protection Xxx 0000 (“EPA”), at the Contract Date:
(i) there is no outstanding obligation on the Seller to give notice to the administering authority under EPA of notifiable activity being conducted on the Land; and
(ii) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPA.
(b) If the Seller breaches a warranty in clause 7.4(3), the Buyer may:
(i) terminate this contract by notice in writing to the Seller given within 2 Business Days before the Settlement Date; or
(ii) complete this contract and claim compensation, but only if the Buyer claims it in writing before the Settlement Date.
(4) If the Seller breaches a warranty in clause 7.4(1) or clause 7.4(2), the Buyer may terminate this contract by notice to the Seller.
(5) The Seller does not warrant that the Present Use is lawful.
Seller’s Warranties. 4.1. AN EXPRESS WARRANTY FROM SELLER IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODEL. THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH PARTICULAR PURPOSE AND HAS ASSISTED IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE.
4.2. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXIST, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT FOR BREACH OF ABOVE-STATED WARRANTIES WILL BE BORNE BY SELLER. IF A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, SELLER WILL BE LIABLE FOR ANY INCREMENTAL CHARGES INCURRED. SELLER PROVIDES WARRANTY OF MERCHANTABILITY, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S), AS APPLICABLE. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT. 4.3. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICE.
Seller’s Warranties. Seller hereby provides the following warranties, with respect to the property, which is the subject matter of this contract:
a. NO MECHANIC’S LIEN: That no work has been done upon, or materials furnished, to the premises which could give rise to a lien or liens under the Mechanics’ Lien laws of the State of Illinois;
Seller’s Warranties. The Seller undertakes and warrants that:
(a) Goods supplied to VICTREX shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery;
(b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out;
(c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods);
(d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislation;
(e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas;
(f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller);
(g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and i...
Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months.
(a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company.
(b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated.
(c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement.
(d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever.
(e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement.
(f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance...
Seller’s Warranties. The Seller hereby represents and warrants as follows:
(a) It has the right and authority to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunder;
(b) The Series will not contain any material which is defamatory or which will violate or infringe any common law or other right (including without limitation any copyright, right of privacy or trademark) of any person, firm or corporation;
(c) The credits as appearing in the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production of the Series;
(d) That (i) Seller has good and sufficient licenses from the owners of all literary, dramatic and musical material contained in the Series, or upon which the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties with respect to production and delivery of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereof;
(e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates;
(f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a cla...
Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch Seller hereby warrants (garanderen) to the Purchaser that: (i) the Dutch Warranties are true and accurate on the date of this Agreement and (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing.
18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing.
18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement.
18.4 The Purchaser acknowledges and agrees that:
18.4.1 the Sellers' Warranties are the only warranties, representations or other assurances of any kind given by or on behalf of the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any;
18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information;
18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement.
18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosed.
18.6 The Selle...
Seller’s Warranties. By accepting this Purchase Order or by delivering to Buyer the items ordered, or by rendering for Buyer any of the services ordered herein, Seller hereby warrants that the goods and services to be furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials and workmanship (including defects in design); (iv) will be merchantable; (v) will be fit and sufficient for the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply with all applicable laws and governmental regulations; and (viii) either alone or in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s products.
Seller’s Warranties. (a) The Seller warrants that, to the best of its knowledge and subject to the other conditions of this Agreement (including subject to satisfaction of the condition precedent set out in clause 2.2), at Completion:
(i) it will be capable of completing this Agreement;
(ii) there will be no claims, proceedings or notices affecting the Water Allocation; and/or
(iii) there will be no existing and unsatisfied judgments, writs or orders affecting the Water Allocation.
(b) To the extent permitted by Law, the Seller gives no further warranty or condition (express or implied) as to any matter (past, present, future or anticipated) relevant to the Water Allocation, including, without limitation:
(i) the quality of any water the subject of or to which the Buyer may be entitled under the Water Allocation;
(ii) the purpose for which any water may be used;
(iii) that the Nominal Volume, or any part of it, will be delivered by the ROL Holder or any other persons responsible for its transportation to the Buyer; and/or
(iv) that the Nominal Volume, or any part of it, will be made available to the Buyer, and the Buyer bears the risk of any non-delivery or non-availability of the Nominal Volume in whole or in part.
