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. 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. Each of the Sellers, as an individual obligor,
6.1.1 guarantees by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to § 311 German Civil Code (BGB) that between the Accounts Date and the date hereof no Leakage other than a Permitted Leakage has occurred, and
6.1.2 undertakes to procure that between the date hereof and Closing, unless otherwise provided in this Agreement, no Leakage other than a Permitted Leakage will occur.
Seller’s Warranties and Undertakings. 10.1 Subject to Clauses 10.11 and 10.12, as at the date of this Agreement:
10.1.1 each Seller severally warrants to the Buyer in respect of himself only in the terms of paragraphs 1.1.1, 1.1.3, 1.1.4, 2 and 3 of Schedule 3;
10.1.2 each Management Seller also severally warrants to the Buyer in respect of himself only in the terms of paragraph 4 of Schedule 3, and each warranty is given by reference to the facts and circumstances existing at the date of this Agreement.
Seller’s Warranties and Undertakings. 21.1 The Seller warrants to the Buyer that each of the Warranties in Schedule 6 is true and accurate:
(a) as at the date of this Deed; and
(b) in respect of the Fundamental Warranties only, as at Completion as if repeated immediately before Completion and on the basis that any reference made to the date of this Deed (whether express or implied) in any Warranty must be considered a reference to the Completion Date.
21.2 Each of the Warranties must be construed as being separate and independent.
21.3 Warranties qualified by the expression “so far as the Seller is aware” (or any similar expression) are deemed to be given by the Seller only based on the actual knowledge of [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***] as at the date of this Deed.
21.4 Notwithstanding any other provision of this Deed, the provisions of this Clause 21 and Schedule 7, and the provisions in paragraph 3 of the Tax Covenant, operate to limit the Seller’s liability in respect of any Claim.
21.5 The Seller and the Buyer acknowledge and agree that on and from Completion:
(a) except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents, to the extent permitted by Law, the Seller, its Affiliates and its Affiliates’ Connected Persons have no rights or remedies against (and have not assigned any rights or remedies against) and shall not bring or make any claim, proceeding, suit or action, in relation to the transactions contemplated by the Transaction Documents:
(i) in connection with any information, opinion or advice supplied or given (or omitted to be supplied or given) in connection with any of the Transaction Documents against any current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants of any Group Company (each of whom shall be entitled to enforce this Clause 21.5(a)(i) under the Contracts (Rights of Third Parties) Act 1999) on whom it may have relied before agreeing to any terms of, or entering into, any Transaction Document; and
(ii) against any Group Company or any of their current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 21.5(a)(ii) under the Contracts (Rights of Third Parties) Act 1999) in relation to a matter occurring before the Completion Date, and with effect from Completion, the Seller irrevocably releases, waives, forfeits and / or extinguish...
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 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. 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.
