Sellers’ Warranties and Indemnities Sample Clauses

Sellers’ Warranties and Indemnities. 9.1 The Sellers hereby warrant to the Buyer on a joint and several basis that, except as Disclosed, each Warranty is true, accurate and not misleading as at the date of this Agreement and as of the Completion Date, provided that no matter is capable of being Disclosed against Warranty number 1 under any circumstances.
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Sellers’ Warranties and Indemnities. 9.1 Subject to the qualifications and limitations in clause 10 and Schedule 5: (a) the Sellers give the Title Warranties in favour of the Purchasers on the date of this Agreement and the Title Warranties shall be deemed repeated at Completion by reference to the facts and circumstances then subsisting; and (b) the Sellers give the Non-Title Warranties in favour of the Purchasers: (i) in respect of each Non-Title Warranty that is expressed to be given on a particular date, as at that date; and (ii) in respect of each other Non-Title Warranty, as at the date of this Agreement, (c) in respect of the following Non-Title Warranties only, each shall be deemed repeated at Completion by reference to the facts and circumstances then subsisting and any reference made to the date of this Agreement in relation to such Warranty shall be construed, in connection with the repetition of such Warranties, as a reference to the date of such repetition: (i) the Warranties at paragraph 6.3 of Schedule 3 (Contracts and commitments) in relation to the Relevant Contracts only; and (ii) paragraphs 15.1 to 15.3 of Schedule 3 (No Material Proceedings, etc.). 9.2 The Warranties are given subject to all matters Disclosed, including any update to such matters Disclosed in the Completion Disclosure Letter in relation to the Warranties that are repeated at Completion in accordance with clause 9.1. To avoid doubt, any matters Disclosed in the Completion Disclosure Letter shall in no way prejudice the Purchasers’ rights under clause 20. 9.3 The Warranties shall survive Completion and remain in full force and effect after Completion. 9.4 Each Warranty is separate, independent and not limited by any other Warranty. 9.5 None of the Warranties refer to or relate to: (i) Saudi Arabian entity, Ingeus LLC; (ii) Ingeus Australasia Pty Limited; or (iii)
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Sellers’ Warranties and Indemnities. 8.1 On Exchange, subject to clause 8.6, the Seller warrants to the Buyer that:
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Sellers’ Warranties and Indemnities 
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Related to Sellers’ Warranties and Indemnities

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Representations Warranties and Indemnities The only representations, warranties or indemnities that Intel shall be required to make in connection with the Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Intel (the “Intel Securities”), and (ii) the corporate authority of Intel to convey title to the Intel Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Intel Required Obligations”). The Intel Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Intel on a several (but not joint) basis only.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Representations Warranties and Indemnification No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • NEGATION OF WARRANTIES AND INDEMNIFICATION 12.01 PHS offers no warranties other than those specified in Article 1.

  • Survival of Indemnities, Contribution, Warranties and Representations The respective indemnity and contribution agreements of the Company and the Underwriter contained in Sections 7 and 8 hereof, and the representations and warranties of the Company contained herein shall remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Underwriter, the Company or any of its directors and officers, or any controlling person referred to in said Sections, and shall survive the delivery of, and payment for, the Shares.

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

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