Seller’s Warranties and Undertakings. 9.1 The Seller warrants to the Purchaser, each Share Purchaser and each Business Purchaser that: (i) except as Disclosed, each of the Business Warranties was true and accurate as at the Offer Letter Date; (ii) each of the Fundamental Warranties was true and accurate as at the Offer Letter Date; (iii) each of the Fundamental Warranties will at Completion be true and accurate; (iv) the warranty in paragraph 7.5 of Schedule 3 will at Completion be true and accurate; and (v) except as fairly disclosed in writing to the Purchaser at least three (3) Business Days prior to Completion, the Relevant Contracts Warranty will as at three (3) Business Days prior to Completion be true and accurate. The Warranties are given subject to Clause 10 and Schedule 4 (Seller’s Limitations on Liability) below.
9.2 The Seller agrees with the Purchaser, each Share Purchaser, each Business Purchaser, and each Employee to waive any rights or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by such Employee in connection with the giving of the Warranties and the preparation of the Disclosure Letter. The provisions of this subparagraph: (a) may with the prior written consent of the Purchaser be enforced by any Employee against the Seller under the Contracts (Rights of Third Parties) Xxx 0000; and (b) may be varied or terminated by agreement between the Seller and the Purchaser (and the Purchaser may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by this subparagraph) without the consent of any such Employee.
9.3 Any Warranties that are qualified by the knowledge, belief or awareness of the Seller shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of the Seller having made due and careful enquiry of Xxxxxx Xxxxxxxxx, Xxxxxx XxXxxxx, Xxxxxx Xxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx Xxxx and Xxxxx Van Steenberghe.
9.4 The Seller hereby:
(a) agrees that it shall procure that by not later than immediately prior to Completion each member of the Group shall be unconditionally and irrevocably released in full from their respective obligations under any guarantee, security interest, indemnity, support letter or other contingent obligation, including without limitation the grant of collateral, given or undertaken by a member of the Group in relation to or arising ou...
Seller’s Warranties and Undertakings. The Seller warrants and undertakes to the Buyer that throughout the term of this Contract:
a. it will have title to all Gas before it tenders the agreed quantities to the Buyer at the Delivery Point.
b. it shall keep the Buyer indemnified against all claims, losses, damages, and expenses suffered by it and arising from any defects in the Seller's title to the Gas:
c. the Seller's Facilities shall be fit for the purpose of delivering Gas to the Buyer at the Delivery Point and the Seller shall maintain the Seller's Facilities in good condition as a Reasonable and Prudent Operator in accordance with the provisions of this Agreement.
Seller’s Warranties and Undertakings. 9.1 Subject to sub-clauses 11.1 and 11.2 (Purchaser’s remedies and Seller’s limitations on liability), the Seller warrants to the Purchaser that each of the Warranties is accurate in all respects at the date of this Agreement and that the Title Warranties will be accurate in all respects and not misleading at the Completion Date as if repeated immediately before Completion by reference to the facts and circumstances subsisting at that date on the basis that any reference in the Title Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Completion Date.
9.2 The Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties and other provisions of the Share Purchase Documents and acknowledges that none of the Seller, any member of the Retained Group, any member of the Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.
9.3 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.
9.4 Any amount paid by the Seller in respect of a claim under the Warranties, the Indemnities, the Tax Covenant or otherwise under this Agreement (net of any repayment in respect thereof by the Purchaser in accordance with any of the provisions of this Agreement or the Tax Covenant) shall, so far as possible, be treated as an adjustment to (and reduction in the amount of) all amounts paid as consideration for the Shares.
Seller’s Warranties and Undertakings. The Sellers
4.1.1 guarantee by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to sec. 311 German Civil Code (BGB) that between the Accounts Date and the date hereof no Leakage other than a Permitted Leakage has occurred or been agreed or resolved upon, and
4.1.2 undertake to procure and guarantee that between the date hereof and Closing, unless expressly otherwise provided in this Agreement, no Leakage other than a Permitted Leakage will occur or be agreed or resolved upon.
Seller’s Warranties and Undertakings. 6.1 The Seller warrants to each of the Purchaser and Energean that the statements set out below are true and accurate as at the date of this Agreement and undertakes that they will be true and accurate at Completion:
(a) it is a company validly existing and is duly incorporated under the law of its jurisdiction of incorporation;
(b) no order has been made, petition presented or resolution passed for the winding up of the Seller;
(c) no administrator nor any receiver or manager has been appointed by any person in respect of the Seller or all or any of its assets and no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed and the Seller has not become subject to any analogous proceedings, appointments or arrangements under the laws of any applicable jurisdiction;
(d) it is the sole legal and beneficial owner of, and has the right to exercise all voting and other rights over, the Shares (subject to the provisions of the Pledge);
(e) there is no Encumbrance on any of the Shares being sold by it, other than the Pledge;
(f) subject to the satisfaction of the Conditions, it has the necessary legal right, power and authority to enter into, deliver and perform the Transaction Documents to which it is a party (the “Seller’s Completion Documents”);
(g) the Seller’s Completion Documents will, when executed by it, constitute legal, valid and binding obligations of it in accordance with their respective terms;
(h) the execution and delivery of, and performance of its obligations under, the Seller’s Completion Documents will not:
(i) result in a breach of any provision of its memorandum or articles of association;
(ii) result in a breach of, or constitute a default under, any agreement or instrument to which it is a party or by which it is bound;
(iii) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; or
(iv) require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or regulatory authority or any other person which has not been obtained or made at the date of this Agreement on a basis which is both unconditional and which cannot be revoked (provided that this paragraph (iv) shall not extend to those consents or approvals contemplated as part of the Conditions).
6.2 The Seller shall notify the Purchaser and Energean in writing with full details of anything which is or may reasona...
Seller’s Warranties and Undertakings. 7.1 Each Seller warrants to the Purchaser as at the date of this Agreement in the terms of the Warranties. Each Warranty shall be construed separately and independently and (except as expressly otherwise provided) no Warranty shall be limited by reference to any other Warranty. The Warranties shall be deemed to be repeated by each Seller immediately before Closing by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the date of Closing.
7.2 The only Warranties given in respect of Tax matters are the Tax Warranties and each of the other Warranties shall be deemed not to be given in respect of such matters.
7.3 The Warranties are given subject to this Clause 7 and the limitations set out in Schedule 4 (Limitations on Liability).
Seller’s Warranties and Undertakings. 5.1 The Seller warrants to the Purchaser that:
(a) the Seller is the sole beneficial owner of the Shares;
(b) there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Shares or any of them and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any; and
(c) no option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law in the ordinary course of trading) or other form of security or encumbrance or equity on, over or affecting the whole or any part of the undertaking or assets of the Company is outstanding and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any, other than as disclosure to Purchaser.
(d) the Seller has the requisite power and authority to enter into and perform this Agreement and the other documents which are to be executed by the Purchaser at Completion.
5.2 Seller warrants that the Company’s Operating Account will have a minimum of USD300,000 at Completion for general working capital and legal fees.
5.3 Within 30 days of approval from NYSE MKT, Seller shall issue the Purchaser an option to purchase 650,000 shares of the Seller’s Common Stock at $1.25 per share pursuant to the Seller’s Amended and Restated 2008 Share Incentive Plan.
Seller’s Warranties and Undertakings. 7.1 The Seller warrants to the Buyer that:
(a) the Seller is the legal and beneficial owner of the Loan Notes;
(b) there is no Encumbrance on any of the Loan Notes or Accrued Interest;
(c) the Seller is and at B Shares Completion will be the legal and beneficial owner of the B Shares; and
(d) there is and at B Shares Completion will be no Encumbrance on any of the B Shares.
7.2 The Seller undertakes to the Buyer that, from the date of this Agreement until B Shares Completion, the Seller will not sell, transfer or otherwise dispose of, or create any Encumbrance over, any or all of the B Shares, nor shall the Seller agree to do any of the foregoing.
7.3 If the circumstances described in Clause 8.2 arise and the Buyer makes the Non-Completion Payment in accordance with Clause 8.2, and in consideration for the Non-Completion Payment so made, the Seller agrees and undertakes to the Buyer that, with effect therefrom, the Seller's entitlement to any future dividend or other distribution by the Company, or to any return or repayment of capital by the Company (whether on a winding up of the Company or otherwise and including on any redemption or purchase by the Company of its own shares) in respect of the B Shares, but subject to any deductions required by law, shall be assigned to the Buyer, and that the Seller shall hold on trust and as nominee for the Buyer any such payment which is received by the Seller.
Seller’s Warranties and Undertakings. 8.1 The Seller warrants to the Purchaser that each of the Warranties is at the date of this Agreement, and each of the Fundamental Warranties is at the date of this Agreement and at Completion will be, true and accurate in all material respects. The Warranties are given subject to Schedule 7 (Seller’s Limitations on Liability).
8.2 The Seller shall not be liable under the Warranties to the extent that the facts which cause the Warranties to be breached were Disclosed to the Purchaser as part of the Disclosed Information.
8.3 Unless expressly provided in this Agreement, each of the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph or anything in this Agreement.
Seller’s Warranties and Undertakings. 9.1. The Seller warrants and undertakes in favour of Xxx Xxxxxxx Commercial that:-
9.1.1. it is the sole owner of the property and that no person has any right to acquire the property or any part thereof; and
9.1.2. this is a sole and exclusive mandate to Xxx Xxxxxxx Commercial and during the mandate period, it will not authorise any other person or party to sell the property or offer the property for sale itself, nor will it authorise any other person or party (including itself) to sell or offer for sale any shares or other interest in the registered owner of the property; and
9.1.3. it will not do anything which might in any way prevent, frustrate or hinder Xxx Xxxxxxx Commercial from procuring an offer or effecting a sale of the property in terms hereof, including withdrawal of the property from the market prior to expiration of the mandate period and/or cancellation of the auction sale; and
9.1.4. it will accept an auction or any bona fide offer obtained by Xxx Xxxxxxx Commercial on its behalf, which contains an offer in terms of this mandate; and
9.1.5. it has disclosed to Xxx Xxxxxxx Commercial all facts which are or may be material to Xxx Xxxxxxx Commercial or a purchaser in respect of the property; and
9.1.6. it will provide Xxx Xxxxxxx Commercial with such information in regard to the property which is within the knowledge of the Seller and may reasonably be required by Xxx Xxxxxxx Commercial; and
9.1.7. it will allow the erection of "On Auction", "For Sale" and "Sold" boards on the property and shall allow Xxx Xxxxxxx Commercial and/or its representatives and any prospective purchasers access to the property at all reasonable times in order that Xxx Xxxxxxx Commercial may fulfil its obligations; and
9.1.8. it will allow Xxx Xxxxxxx Commercial, its representatives and/or a prospective purchaser to perform a feasibility study in respect of any proposed development on the property (if applicable); and
9.1.9. there are no latent defects that it is aware of relating to the property.
9.2. The Seller acknowledges that it will have no claim whatsoever against Xxx Xxxxxxx Commercial arising from the failure of a purchaser to perform any obligations that might arise out of the sale of the property in terms hereof.
