Common use of SELLER’S WARRANTIES AND COVENANTS Clause in Contracts

SELLER’S WARRANTIES AND COVENANTS. 5.1 The Seller warrants to the Purchaser that each of the Warranties is accurate in all material respects and not misleading in any material respect at the date of this Agreement and that if for any reason there is any interval of time between the date of this Agreement and Completion, the Warranties will be repeated on the Completion Date. 5.2 If the Warranties are repeated at Completion as referred to in clause 5.1, the Seller shall use its best endeavours to procure that no act shall be performed or omission allowed either by it or by the Company in such interval which would result in any of the Warranties being materially breached or misleading in any material respect at any time up to and including the time of Completion. 5.3 The Seller accepts that the Purchaser is entering into this Agreement in reliance upon each of the Warranties. 5.4 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately it comes to its notice both before and after Completion. 5.5 The Seller undertakes (if any claim is made against it in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company or any director or employee of the Company or any other employees of the Seller's Group who are to be seconded to or employed by the Company on whom any of them may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letter. 5.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.7 If in respect of or in connection with any breach of any of the Warranties or any facts or matters warranted not being true and being misleading any amount payable to the Purchaser by the Seller is subject to Taxation, such payable amounts shall be paid to the Purchaser by the Seller so as to ensure that the net amount received by the Purchaser is equal to the full amount payable to the Purchaser under this Agreement provided that if the benefit of this Agreement has been assigned by the Purchaser, the Seller shall not be obliged to pay any amount in excess of that which would have been payable had the benefit of this Agreement not been so assigned. 5.8 The Seller undertakes to indemnify the Purchaser against all costs (including legal costs on an indemnity basis as defined in Order 62 of the Rules of the Supreme Court), expenses or other liabilities which the Purchaser may reasonably incur either before or after the commencement of any action in connection with: (A) the settlement of any claim that any of the Warranties are untrue or misleading or have been breached; (B) any legal proceedings in which the Purchaser claims that any of the 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.

SELLER’S WARRANTIES AND COVENANTS. 5.1 The Seller 6.1 Each Corporate Seller, in respect of itself, the number of Shares set out opposite its name in Schedule 1 (Sellers’ details ) and the Transaction Documents to which it is a party, severally warrants to the Purchaser that each Buyer in the terms of the Fundamental Warranties is accurate set out in all material respects and not misleading in any material respect Schedule 4, Part 1 (Corporate Seller Warranties ) as at the date of this Agreement and that if for any reason there is any interval of time between the date of this Agreement and Completion, the Warranties will be repeated on the Completion DateAgreement. 5.2 If the Warranties are repeated at Completion as referred to in clause 5.1, the Seller shall use its best endeavours to procure that no act shall be performed or omission allowed either by it or by the Company in such interval which would result in any of the Warranties being materially breached or misleading in any material respect at any time up to and including the time of Completion. 5.3 The Seller accepts that the Purchaser is entering into this Agreement in reliance upon each of the Warranties. 5.4 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately it comes to its notice both before and after Completion. 5.5 The Seller undertakes (if any claim is made against it in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company or any director or employee of the Company or any other employees of the Seller's Group who are to be seconded to or employed by the Company on whom any of them may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letter. 5.6 6.2 Each of the Warranties shall be construed as Individual Sellers, in respect of itself, the number of Shares set out opposite its name in Schedule 1 (Sellers’ details ) and the Transaction Documents to which it is a separate and independent warranty and (except where expressly provided party, severally warrants to the contrary) shall not be limited or restricted by reference to or inference from Buyer in the terms of any other Warranty or any other term the Fundamental Warranties set out in Schedule 4, Part 2 (Individual Seller Warranties ) as at the date of this Agreement. 5.7 If 6.3 Each of the FiscalNote Security Holders, in respect of itself, only, severally warrants to the Buyer in the terms of the Fundamental Warranties set out in Schedule 4, Part 3 (FiscalNote Securities Warranties ) as at the date of this Agreement. 6.4 Each Warrantor severally warrants to the Buyer in the terms of the Business Warranties as at the date of this Agreement. 6.5 The limitations on the Sellers’ and Warrantors’ liability set out in Schedule 6 (Seller protection provisions) shall apply. 6.6 Where a Business Warranty refers to the awareness or to the knowledge of the Warrantors (or any similar expression), such awareness or knowledge shall be deemed to be the actual knowledge of the Warrantors having made reasonable enquiry of each other and the Warrantors shall not be deemed to have any other knowledge (whether constructive, imputed or otherwise). 6.7 Other than by virtue of information, facts, matters or circumstances i) Disclosed in connection with any respect of the Business Warranties (only); and/or ii) within the Actual Knowledge of the Buyer, the Buyer’s rights and remedies for breach of any of the Warranties or any facts or matters warranted not being true and being misleading any amount payable to the Purchaser by the Seller is subject to Taxation, such payable amounts shall be paid to the Purchaser by the Seller so as to ensure that the net amount received by the Purchaser is equal to the full amount payable to the Purchaser under this Agreement provided that if the benefit of this Agreement has been assigned by the Purchaser, the Seller Warranty shall not be obliged prejudiced or affected and the amount recoverable shall not be reduced by the fact that the Buyer may have acquired before Completion any actual, constructive or imputed knowledge of the matter giving rise to pay such claim (whether by virtue of any amount investigation made by the Buyer or its advisers into the affairs of the Company, or otherwise). The provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 are excluded. For the avoidance of any doubt, the Fundamental Warranties shall not be qualified by any matters Disclosed. 6.8 Notwithstanding any other provision of any Transaction Document, no warranty, express or implied, is given in excess relation to any expression of opinion, intention or expectation or any financial forecast, projection or forward-looking statement. 6.9 Each Warranty is separate and independent so that the Buyer may have a separate claim for every breach of each Warranty. 6.10 Each of the FiscalNote Security Holders, in respect of itself only, undertakes that it will provide written notice to the Buyer if the terms of the Fundamental Warranties set out in Schedule 4, Part 3 (FiscalNote Securities Warranties ) cease to be accurate in respect of that which would have been payable had FiscalNote Security Holder and/or that that FiscalNote Security Holder can no longer comply with the benefit of this Agreement not been so assignedundertakings and covenants set out in Clause 17.10 at any time during the Earn-out Period. 5.8 The 6.11 Any Seller who is not a FiscalNote Security Holder, in respect of itself only, undertakes that it will provide written notice to indemnify the Purchaser against all costs (including legal costs on an indemnity basis as defined in Order 62 of Buyer if at any time during the Rules of the Supreme Court)Earn-out Period, expenses or other liabilities which the Purchaser may reasonably incur either before or after the commencement of any action in connection with: (A) the settlement of any claim that any of the Fundamental Warranties are untrue or misleading or have been breached; set out in Schedule 4, Part 3 (BFiscalNote Securities Warranties ) any legal proceedings would not be accurate in which respect of that Seller and/or that that Seller would not be able to comply with the Purchaser claims that any of the Warranties are untrue or misleading or have been breached undertakings and covenants set out in which judgment is given for the Purchaser; or (C) the enforcement of any such settlement or judgmentClause 17.10.

SELLER’S WARRANTIES AND COVENANTS. 5.1 The Seller (a) Each of the Sellers severally warrants to the Purchaser HCC that each of the Warranties warranties set out in Schedule 3 given by the Sellers (together the "Warranties" and each a "Warranty") is accurate in all material respects and not misleading in any material respect at the date of this Agreement and that if for any reason there is any interval of time between the date of this Agreement and Completion, the Warranties will be repeated on the Completion Dateas at Closing. 5.2 If the Warranties are repeated at Completion as referred to in clause 5.1, the Seller shall use its best endeavours to procure (b) The Sellers accept that no act shall be performed or omission allowed either by it or by the Company in such interval which would result in any of the Warranties being materially breached or misleading in any material respect at any time up to and including the time of Completion. 5.3 The Seller accepts that the Purchaser HCC is entering into this Agreement in reliance upon each of the Warranties. 5.4 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately it comes to its notice both before and after Completion. 5.5 The Seller undertakes (if any claim is made against it in connection by the Sellers with the sale intention of inducing HCC to enter into this Agreement and that accordingly HCC has been induced to enter into this Agreement. HCC acknowledges that in entering into this Agreement it has not relied on and has not been induced to enter into this Agreement on the Shares to the Purchaser) not to make basis of any claim against the Company warranties or any director or employee of the Company representations other than those set out in this Agreement or any other employees of the Seller's Group who are document or certificate delivered by any Seller to be seconded to or employed by the Company on whom any of them may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letterit at Closing. 5.6 (c) Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term terms of this Agreement or any terms in any other document or certificate referred to in this Agreement. 5.7 If (d) In the event that the Sellers (or any of them) are in respect breach of Section 2.1(a), the Sellers covenant with HCC that the Sellers will, at the direction of HCC, pay to HCC or, as the case may be, XXXXX, RML or PMS an amount equal to: (i) either:- (A) the amount by which the value of an asset (including one warranted to exist but not in fact existing) or contract of XXXXX, RML or PMS is or becomes less than its value would have been if the Warranties had not been breached or not been untrue or misleading; and (B) the amount of any liability or increase in any liability which XXXXX, RML or PMS has incurred or is or becomes subject to which it would not have incurred or become subject to or which would not have increased if the Warranties had not been breached or not been untrue or misleading; or (ii) the amount (the "Reduction") by which the aggregate value of the issued share capital of XXXXX is or becomes less than it would have been if the Warranties had not been breached or not been untrue or misleading. For this purpose all of the Sellers acknowledge and agree with HCC that the aggregate consideration payable by HCC under this Agreement was calculated using a price earnings multiple (based on the adjusted pre-Tax earnings of the Group) of 7.5 and accordingly the Reduction shall be calculated on the basis of the same price earnings multiple as applied to the reduction in pre-Tax earnings of the Group caused by such breach of Warranty; and (iii) together, in each case with an amount equal to all costs and expenses incurred directly or indirectly as a result of or in connection with any deficiency or diminution in the XXXXX Shares Value or in value of any asset or contract or any liability or increased liability, as the case may be, referred to in paragraph (i) or (ii). For the avoidance of doubt, amounts payable under this Section 2.1(d) shall be calculated without reference to the rules of general law relating to the claims for damages for breach of any Warranty but shall be subject to the provisions of the Warranties or any facts or matters warranted not being true Section 2.2 and being misleading Schedule 4. (i) If any amount payable to the Purchaser by the Seller Sellers to HCC pursuant to this Agreement (including, without limitation, any payments under Section 2.1(d) or 8.1) is subject to TaxationUnited Kingdom Taxation in the hands of HCC, such payable additional amounts shall be paid to the Purchaser by the Seller Sellers to HCC so as to ensure that the net amount received by the Purchaser HCC is equal to the full amount payable to the Purchaser HCC under this Agreement provided that if Agreement. All amounts payable by the benefit of Sellers pursuant to this Agreement has been assigned (including, without limitation, any payments under Section 2.1(d) or 8.1) shall be paid free and clear of all deductions or withholdings, save as may be required by United Kingdom law. If any Seller is required by United Kingdom law to make any deduction or withholding from any such payment, such additional amounts shall be paid by the PurchaserSeller to HCC so as to ensure that the net amount received by HCC is equal to the full amount payable to HCC under this Agreement. (ii) HCC shall take such steps as are reasonable to avoid any such Tax liability as is referred to in Section 2.1(e)(i) (including claiming so far as practicable that any such payment as is made by the Sellers to HCC is a reduction of the purchase price payable for the XXXXX Shares). If HCC is entitled to obtain any Relief (as defined in the Tax Covenant) in respect of any amount that has given rise to a payment under this Section 2.1(e), HCC shall use reasonable endeavours to obtain such Relief as soon as possible and shall upon receipt of such Relief promptly refund to the Seller Sellers such amount, not exceeding the amount paid under this Section 2.1(e) as shall leave HCC in no better and no worse position than if no payment under Section 2.1(e)(i) had been due. Provided that HCC will be entitled to arrange its Tax affairs in whatever manner it thinks fit and, in particular, will not be obliged to claim Relief under this Section 2.1(e)(ii) in priority to any other Relief available to it and HCC shall not be obliged to pay disclose any amount in excess of that which would have been payable had information regarding its Tax affairs or computations to the benefit of this Agreement not been so assignedSellers. 5.8 (f) The Seller undertakes Sellers undertake to indemnify the Purchaser HCC against all reasonable costs (including legal costs on an indemnity basis as defined in Order 62 of the Rules of the Supreme Court), expenses or other liabilities which the Purchaser HCC may reasonably properly incur either before or after the commencement of any action in connection with:with:- (Ai) the settlement of any claim that any of the Warranties are untrue or misleading or may have been breachedbreached or that any sum is payable under Section 2.1(d) or 8.1; (Bii) any legal proceedings in which the Purchaser HCC claims that any of the Warranties are untrue or misleading or have been breached or that any sum is payable under Section 2.1(d) or 8.1 and in which judgment judgement on that issue is given for the PurchaserHCC; or (Ciii) the enforcement of any such settlement or judgmentjudgement. (g) The representations and warranties made by the Sellers in this Agreement or in any document or certificate executed and, at Closing, delivered by any of them shall survive the Closing Date and the consummation of the transactions contemplated hereby regardless of any investigation made by HCC save as provided in Section 2.2(c). Any provision of this Agreement and any other documents referred to in it which is capable of being performed after but which has not been performed at or before Closing shall remain in full force and effect notwithstanding Closing.

SELLER’S WARRANTIES AND COVENANTS. 5.1 The Seller warrants to the Purchaser that each of the Warranties is accurate in all material respects and not misleading in any material respect at the date of this Agreement and that if for any reason there is any interval of time between the date of this Agreement and Completion, the Warranties will be repeated on the Completion Date. 5.2 If the Warranties are repeated at Completion as referred to in clause 5.1clause, the Seller shall use its best endeavours to procure that no act shall be performed or omission allowed either by it or by the Company in such interval which would result in any of the Warranties being materially breached or misleading in any material respect at any time up to and including the time of Completion. 5.3 The Seller accepts that the Purchaser is entering into this Agreement in reliance upon each of the Warranties. 5.4 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately it comes to its notice both before and after Completion. 5.5 The Seller undertakes (if any claim is made against it in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company or any director or employee of the Company or any other employees of the Seller's Group who are to be seconded to or employed by the Company on whom any of them may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letter. 5.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.7 If in respect of or in connection with any breach of any of the Warranties or any facts or matters warranted not being true and being misleading any amount payable to the Purchaser by the Seller is subject to Taxation, such payable amounts shall be paid to the Purchaser by the Seller so as to ensure that the net amount received by the Purchaser is equal to the full amount payable to the Purchaser under this Agreement provided that if the benefit of this Agreement has been assigned by the Purchaser, the Seller shall not be obliged to pay any amount in excess of that which would have been payable had the benefit of this Agreement not been so assigned. 5.8 The Seller undertakes to indemnify the Purchaser against all costs (including legal costs on an indemnity basis as defined in Order 62 of the Rules of the Supreme Court), expenses or other liabilities which the Purchaser may reasonably incur either before or after the commencement of any action in connection with:with:- (A) the settlement of any claim that any of the Warranties are untrue or misleading or have been breached; (B) any legal proceedings in which the Purchaser claims that any of the 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.

SELLER’S WARRANTIES AND COVENANTS. 5.1 7.1 The Seller Seller, to the extent and subject as set out in this clause 7, warrants to the Purchaser that each of the Warranties is true, accurate in all material respects and not misleading in any material respect as at the date of this Agreement agreement and as of the Completion Date as if repeated immediately prior to Completion with reference to the facts and circumstances subsisting at that if for date on the basis that any reason there is reference in any interval of time between warranty, whether express or implied, to the date of this Agreement and Completion, the Warranties will be repeated on is substituted by a reference to the Completion Date. 5.2 If the Warranties are repeated at Completion as referred to in clause 5.1, the Seller shall use its best endeavours to procure that no act shall be performed or omission allowed either by it or by the Company in such interval which would result in any 7.2 Each of the Warranties being materially breached or misleading in any material respect at any time up is given subject to and including the time of Completionmatters Disclosed. 5.3 The 7.3 Each Warranty in respect of the “Company” shall be deemed to be a Warranty of the Seller accepts that the Purchaser is entering into this Agreement given in reliance upon respect of each of the WarrantiesCompany and each Subsidiary and the expression “the Company” in schedule 2 shall be construed accordingly. 5.4 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately it comes to its notice both before and after Completion. 5.5 The Seller undertakes (if any claim is made against it in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company or any director or employee of the Company or any other employees of the Seller's Group who are to be seconded to or employed by the Company on whom any of them may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letter. 5.6 7.4 Each of the Warranties shall be construed as a separate and independent warranty and (except where unless expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any of the other Warranty Warranties or by any other term of this Agreementagreement. 5.7 If 7.5 The rights and remedies of the Purchaser in respect of or in connection with any breach of the Warranties shall not be affected by Completion. 7.6 Save for the Warranties given in paragraphs 3 and 4 of schedule 2 and any claim for damages under clauses 2.1 and 2.2 to which only the provisions of paragraph 7 of schedule 3 shall apply, the provisions of schedule 3 shall have effect to limit the liability of the Warranties Seller in respect of any Claim (to the extent specified therein). 7.7 The Seller undertakes not to, save in the case of fraud, wilful misconduct or wilful concealment, make any facts claim against any Group Company or matters warranted a director, officer or employee of any Group Company which it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by any Group Company or a director, officer or employee of any Group Company for the purpose of assisting the Seller to give a Warranty or prepare the Disclosure Letter. 7.8 The Purchaser covenants to the Seller that as at the date of this agreement neither it nor its Affiliates have actual knowledge (which shall not being true and being misleading include any amount payable deemed, implied, imputed or constructive knowledge) of any matter, fact, event or circumstance that constitutes or is reasonably likely to constitute a Claim. 7.9 Without prejudice to the right of the Purchaser to claim on any other basis or take advantage of any other remedies available to it, if any Warranty is breached or proves to be untrue or misleading, the Seller undertakes to pay to the Purchaser on demand: 7.9.1 the amount necessary to put the Company or any of its Subsidiaries into the position it would have been in if the Warranty had not been breached and or been true and not misleading; and 7.9.2 all costs, expenses and disbursements (including, reasonable legal and other professional fees and costs) suffered or incurred by any member of the Purchaser’s Group as a result of any Warranty being breached or being untrue or misleading. 7.10 If at any time before or at Completion the Seller becomes aware that a Warranty has been breached, is subject to Taxationuntrue or is misleading, such payable amounts shall be paid to or has a reasonable expectation that any of those things might occur, it must immediately: 7.10.1 notify the Purchaser by the Seller so as in sufficient detail to ensure that the net amount received by enable the Purchaser is equal to make an accurate assessment of the full amount payable to the Purchaser under this Agreement provided that situation; and 7.10.2 if the benefit of this Agreement has been assigned requested by the Purchaser, use all reasonable endeavours to prevent or remedy the notified occurrence. 7.11 Warranties given so far as the Seller is aware are deemed to be given to the best of the knowledge, information and belief of the Seller which shall mean the actual knowledge of Xxxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx and Xxx Xxxxxxx and shall not be obliged to pay include any amount in excess of that which would have been payable had the benefit of this Agreement not been so assigneddeemed, implied, imputed or constructive knowledge. 5.8 7.12 The Seller undertakes shall use all reasonable endeavours, on its own behalf and on behalf of Lomar, to indemnify consult with, and shall have regard to all reasonable requests of, the Purchaser against all costs before (including legal costs on an indemnity basis as defined in Order 62 i) making any written communication, attending any meeting or agreeing any future rate of contribution with the trustees of the Rules 1983 Scheme prior to Completion in respect of the Supreme Courtfuture funding of the 1983 Scheme; or (ii) communicating with the Pensions Regulator in respect of the 1983 Scheme prior to Completion, other than communicating a notifiable event under section 69 Pensions Act 2004 as a result of a decision to relinquish control of Lomar (it is not currently anticipated that any other communication with the Pensions Regulator will be necessary), expenses or other liabilities which . The Seller will not communicate any information to the trustees of the 1983 Scheme relating to the Purchaser may reasonably incur either before unless the Purchaser has given consent in advance (such consent not to be unreasonably withheld or after delayed) to the commencement of any action in connection with: (A) the settlement of any claim that any disclosure of the Warranties are untrue or misleading or have been breached;information. 7.13 The Seller shall procure (B) any legal proceedings in which and the Purchaser claims agrees) that any Lomar shall make a contribution to the trustees of the Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; or (C) the enforcement 1983 Scheme of any such settlement or judgment£1,780,000 prior to Completion.