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.
Appears in 26 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land, Contract for Houses and Residential Land
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that the Present Use is lawful.
Appears in 7 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land, Contract for Houses and Residential Land
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2), 7.4(3) and 7.4(4) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants thatthat at the Contract Date:
(a) there is no outstanding notice under section 246AG, except 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land Lot and will own the rest of the PropertyImprovements and Included Chattels;
(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
(dc) there will be no unsatisfied judgment, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution affecting the Property.
(24) 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:
(ia) there is no outstanding obligation on the Seller unregistered lease, easement or other right capable of registration and which is required to be registered to give indefeasibility affecting the common property or Body Corporate assets;
(b) there is no proposal to record a new community management statement for the Scheme and it has not received a notice of a meeting of the Body Corporate to be held after the Contract Date or notice of any proposed resolution or a decision of the Body Corporate to consent to the administering authority under EPA recording of notifiable activity being conducted on a new community management statement for the LandScheme;
(c) all Body Corporate consents to improvements made to common property and which benefit the Lot, or the registered owner of the Lot, are in force; and
(iid) the Seller Additional Body Corporate Information is not aware of any facts or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPAcorrect (if completed).
(b5) 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(56) If:
(a) the Seller breaches a warranty in clause 7.4(4); or
(b) the Additional Body Corporate Information is not completed; and, as a result, the Buyer is materially prejudiced, the Buyer may terminate this contract by notice to the Seller given before settlement but may not claim damages or compensation.
(7) Clauses 7.4(5) and 7.4(6) do not restrict any statutory rights the Buyer may have which cannot be excluded by this contract.
(8) The Seller does not warrant that the Present Use is lawful.
Appears in 5 contracts
Samples: Contract for Residential Lots in a Community Titles Scheme, Contract for Residential Lots in a Community Titles Scheme, Contract for Residential Lots in a Community Titles Scheme
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Xxx 0000 or section 167 or 168 of the Xxxxxxxx Xxx 0000 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Xxx 0000 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Xxx 0000.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that the Present Use is lawful.
Appears in 3 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land, Contract for Houses and Residential Land
Seller’s Warranties. (1) The Seller warrants that, except as disclosed in this contract contract, at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land Lot and will own the rest of the PropertyImprovements and Included Chattels;
(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
(dc) 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 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.
(3) The Seller warrants that, except as disclosed in this contract, at the Contract Date:
(a) there is no unregistered lease, easement or other right capable of registration and which is required to be registered to give indefeasibility affecting the common property or Body Corporate assets;
(b) there is no proposal to record a new community management statement for the Scheme and it has not received a notice of a meeting of the Body Corporate to be held after the Contract Date or notice of any proposed resolution or a decision of the Body Corporate to consent to the recording of a new community management statement for the Scheme;
(c) all Body Corporate consents to improvements made to common property and which benefit the Lot, or the registered owner of the Lot, are in force; and
(d) the Additional Body Corporate Information is correct (if completed).
(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) If:
(a) the Seller breaches a warranty in clause 7.4(3); or
(b) the Additional Body Corporate Information is not completed; and, as a result, the Buyer is materially prejudiced, the Buyer may terminate this contract by notice to the Seller given within 14 days after the Contract Date but may not claim damages or compensation.
(6) Clauses 7.4(4) and 7.4(5) do not restrict any statutory rights the Buyer may have which cannot be excluded by this contract.
(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(37.4(7), the Buyer may:
(i) terminate this contract by notice in writing to the Seller given within no later than 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) 8) The Seller does not warrant that the Present Use is lawful.
Appears in 3 contracts
Samples: Contract for Residential Lots in a Community Titles Scheme, Contract for Residential Lots in a Community Titles Scheme, Contract for Residential Lots in a Community Titles Scheme
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:: DRAFT
(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.
Appears in 2 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land
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.. DRAFT
(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.
Appears in 2 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land
Seller’s Warranties. (1) 5.1.1 The Seller warrants thatand represents to the Buyer that as at the date of this Agreement, except as disclosed in this contract at settlementimmediately prior to Completion, the following statements are true and accurate:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple Seller has no outstanding rights to subscribe for, or to convert any security into, shares in the Land and will own the rest of the PropertyCompany;
(b) if the Land Seller is leasehold: it will be the sole registered lesseeholder of the Shares and, together with Tower Group International, Ltd. and certain other wholly-owned subsidiaries of Tower Group International, Ltd., is the beneficial owner of the Shares. Except as contemplated by this Agreement, the lease Seller has not transferred or purported to transfer to any other person any interest in the Shares and is not liable entitled to forfeiture because transfer the Shares on the terms of default under the leasethis Agreement, and it will own there is no Encumbrance other than any Permitted Encumbrance in relation to the rest of the PropertyShares;
(c) it will be capable of completing this contract (unless to the Seller dies or becomes mentally incapable after Seller’s knowledge, the Contract Date); andShares are fully paid, and there is no liability to pay additional contributions to the Company on such Shares;
(d) there will be no unsatisfied judgmentthe Seller is a corporation duly incorporated, order (except for an order referred to validly existing and in clause 7.6(1)(b)) or writ affecting good standing under the Property.laws of its jurisdiction of incorporation;
(2e) The the Seller warrants thathas the requisite power and authority to enter into, except as disclosed in deliver and perform its obligations under this contract at Agreement and the Contract Date and at settlement there are no current or threatened claims, notices or proceedings that may lead documents to a judgment, order or writ affecting the Property.
(a) The Seller warrants that, except as disclosed in this contract or a notice given be executed by the Seller at Completion as specified in paragraph 1 of Schedule 1;
(f) all corporate action required to be taken by the beneficial owners of the Shares to authorise the sale of the Shares to the Buyer free and clear of all Encumbrances other than any Permitted Encumbrances has been taken;
(g) assuming due authorisation, execution and delivery of this Agreement by the Buyer and the other documents referred to below by the other parties thereto, the obligations of the Seller under this Agreement and the Environmental Protection Xxx 0000 documents to be executed by the Seller at Completion as specified in paragraph 1 of Schedule 1 are, or will when executed constitute, valid and binding obligations enforceable against the Seller in accordance with their terms;
(“EPA”)h) the execution and delivery of, at and the Contract Dateperformance by the Seller of its obligations under, this Agreement will not:
(i) there is no outstanding obligation on conflict with or result in a violation of the certificate of incorporation, bylaws or other organisational documents of the Seller or any agreement or instrument to give notice to which the administering authority under EPA Seller or any Affiliate of notifiable activity being conducted on the Land; and
(ii) the Seller is not aware of any facts a party or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPA.
(b) If by which the Seller breaches a warranty in clause 7.4(3), the Buyer may:
(i) terminate this contract by notice in writing to or any Affiliate of the Seller given within 2 Business Days before the Settlement Dateis bound; or
(ii) complete conflict with or result in a breach of any law or regulation, or any order, judgment or decree of any court or governmental agency or any other restriction, in each case to which it is a party or by which it is bound or which is applicable to it;
(iii) require the Seller to obtain any consent or approval of, or give any notice or make any registration with, any Competent Authority which has not been obtained or made at the date of this contract Agreement both on an unconditional basis and claim compensation, but only if on a basis that cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement);
(i) the Seller is not insolvent or bankrupt or unable to pay its debts as presently due;
(j) the Seller will use the proceeds it receives from the sale of the Shares to the Buyer claims it in writing before to pay outstanding obligations under the Settlement Date.bank credit facility agreement dated as of February 15, 2012, as amended, with Bank of America, N.A. and other lenders mentioned therein;
(4k) If the Seller breaches is not subject to any form of insolvency procedure, either in the United States of America or elsewhere, and has not:
(i) received any written notice that an order has been made, petition presented or meeting convened for the winding up of the Seller or for the appointment of any provisional liquidator (or the equivalent to a warranty provisional liquidator in clause 7.4(1the relevant jurisdiction);
(ii) received any written notice concerning the appointment of a receiver (including any administrative receiver or clause 7.4(2the equivalent to a receiver or administrative receiver in the relevant jurisdiction) in respect of the whole or any substantial part of its property, assets and/or undertaking (including in respect of the Shares); or
(iii) made any “voluntary arrangement,” as such term is used under applicable US federal or state bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws or judicial decisions, with any of its creditors in the two years prior to the date of this Agreement; provided, however, that the amendments to existing loan agreements that the Seller has entered into with its lenders and disclosed in filings with the US Securities and Exchange Commission and other similar transactions shall not be considered voluntary arrangements;
(l) immediately after giving effect to the transactions contemplated by this Agreement, the Buyer may terminate this contract by notice Seller shall be solvent and shall be able to the Seller.pay its debts as presently due; and
(5m) The the Seller does not warrant that has such knowledge and experience in financial and business matters as to be capable of evaluating the Present Use merits and risks of the Transaction and is lawfulconsummating the Transaction with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks.
Appears in 2 contracts
Samples: Share Purchase Agreement, Agreement for the Sale and Purchase of Shares (Tower Group International, Ltd.)
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 Act 1994 (“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.
Appears in 2 contracts
Samples: Contract for Houses and Residential Land, Contract for Houses and Residential Land
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2), 7.4(3) and 7.4(4) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants thatthat at the Contract Date:
(a) there is no outstanding notice under section 246AG, except 247 or 248 of the Building Xxx 0000 or section 167 or 168 of the Xxxxxxxx Xxx 0000 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Xxx 0000 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Xxx 0000.
(3) The Seller warrants that at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land Lot and will own the rest of the PropertyImprovements and Included Chattels;
(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
(dc) there will be no unsatisfied judgment, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution affecting the Property.
(24) 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:
(ia) there is no outstanding obligation on the Seller unregistered lease, easement or other right capable of registration and which is required to be registered to give indefeasibility affecting the common property or Body Corporate assets;
(b) there is no proposal to record a new community management statement for the Scheme and it has not received a notice of a meeting of the Body Corporate to be held after the Contract Date or notice of any proposed resolution or a decision of the Body Corporate to consent to the administering authority under EPA recording of notifiable activity being conducted on a new community management statement for the LandScheme;
(c) all Body Corporate consents to improvements made to common property and which benefit the Lot, or the registered owner of the Lot, are in force; and
(iid) the Seller Additional Body Corporate Information is not aware of any facts or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPAcorrect (if completed).
(b5) 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(56) If:
(a) the Seller breaches a warranty in clause 7.4(4); or
(b) the Additional Body Corporate Information is not completed; and, as a result, the Buyer is materially prejudiced, the Buyer may terminate this contract by notice to the Seller given before settlement but may not claim damages or compensation.
(7) Clauses 7.4(5) and 7.4(6) do not restrict any statutory rights the Buyer may have which cannot be excluded by this contract.
(8) The Seller does not warrant that the Present Use is lawful.
Appears in 2 contracts
Samples: Contract for Residential Lots in a Community Titles Scheme, Contract for Residential Lots in a Community Titles Scheme
Seller’s Warranties. (1) The Upon execution of this Agreement, Seller warrants thatthat the Domains have been registered and the fees for the Domain registrations have been fully paid, except as disclosed in this contract at settlement:
(a) if Seller is the Land is freehold: it will be the registered unrestricted owner of an estate in fee simple in the Land Domains and will own the rest of the Property;
(b) if the Land is leasehold: it will be the registered lesseesolely responsible for, and owner of, the Website materials and databases. The Website and Domain Names are free from any legal defects, are free of any liabilities, are not encumbered by any rights of a third party, in particular by any right of pledge or pre-emptive right, lease is not liable to forfeiture because right or options of default under sale; Buyer declares and Seller acknowledges that Buyer relies on the leasematters warranted above and has entered into this Agreement on the basis of these warranties. Except as expressly stated above, and it will own the rest of the Property;
(c) it will be capable of completing this contract (unless the Seller dies provides no express or becomes mentally incapable after the Contract Date); and
(d) there will be no unsatisfied judgmentimplied representations or warranties. And such express excludes any further liabilities, 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 respect to the Buyer under the Environmental Protection Xxx 0000 (“EPA”)Website and Domain Names. This exclusion of liabilities implies, 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 in particular, 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 assume liability for any business risk, whether related to providers, customers, suppliers, assets, taxes or to any business aspect. Seller shall not be liable in the event that the Present Use Website Providers should not agree to the transfer of the Share Revenue Agreements to Buyer. With respect to the warranties provided in Section 4: Sellers Warranties, Seller shall be liable for damages and claims arising from any breach of any warranty in an amount not to exceed the consideration paid by Buyer as stated in Section 2 of this Agreement. Seller acknowledges that the warranties provided in Section 4 will survive the closing of this Agreement for a period of one year from the closing date of this Agreement. Seller acknowledges that the Buyer is lawfulnot assuming any liabilities of Seller that may exist as of the date of this Agreement and its' subsequent closing.
Appears in 1 contract
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; andand DRAFT
(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.
Appears in 1 contract
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that warrants that:
(a) the Present Use statements made by the Seller in the Reference Schedule under Residential Tenancy Agreements or Rooming Accommodation Agreements are true and correct; and
(b) if there are Tenancies, the current rent complies with the requirements of section 91 and 93 of the RTRA Act, as those sections applied on the date of each Tenancy.
(6) If the Seller's warranty in clause 7.4(5) is lawful.incorrect, the Buyer's only remedy against the Seller is for
Appears in 1 contract
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Xxx 0000 or section 167 or 168 of the Xxxxxxxx Xxx 0000 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Xxx 0000 of a notifiable activity being conducted on the Land; and
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Xxx 0000.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that the Present Use is lawful.
Appears in 1 contract
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Land; and
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that the Present Use is lawful.
Appears in 1 contract
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Lot;
(e) the Seller is not aware of any facts or circumstances that may lead to the Lot being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that, at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land Lot and will own the rest of the PropertyImprovements and Included Chattels;
(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
(dc) there will be no unsatisfied judgment, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution affecting the Property.
(24) 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:
(ia) there is no outstanding obligation on the Seller unregistered lease, easement or other right capable of registration and which is required to be registered to give indefeasibility affecting the common property or Body Corporate assets;
(b) there is no proposal to record a new community management statement for the Scheme and it has not received a notice of a meeting of the Body Corporate to be held after the Contract Date or notice of any proposed resolution or a decision of the Body Corporate to consent to the administering authority under EPA recording of notifiable activity being conducted on a new community management statement for the LandScheme;
(c) all Body Corporate consents to improvements made to common property and which benefit the Lot, or the registered owner of the Lot, are in force; and
(iid) the Seller Additional Body Corporate Information is not aware of any facts or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPAcorrect (if completed).
(b5) 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(17.4(2) or clause 7.4(2(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(56) If:
(a) the Seller breaches a warranty in clause 7.4(4); or
(b) the Additional Body Corporate Information is not completed; and, as a result, the Buyer is materially prejudiced, the Buyer may terminate this contract by notice to the Seller given before settlement but may not claim damages or compensation.
(7) Clauses 7.4(5) and 7.4(6) do not restrict any statutory rights the Buyer may have which cannot be excluded by this contract.
(8) The Seller does not warrant that the Present Use is lawful.
Appears in 1 contract
Samples: Contract for Commercial Lots in a Community Titles Scheme
Seller’s Warranties. (1) The Seller represents and warrants that, except as disclosed in this contract at settlement:
that (a) if it has the Land is freehold: it will be full corporate power and authority to enter into this Agreement and to convey the registered owner of an estate in fee simple in the Land and will own the rest of the Property;
rights conveyed to Buyer hereunder; (b) if this Agreement has been duly executed and delivered by Seller and constitutes a legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the Land extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether such enforcement 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;
considered in a proceeding at law or at equity); (c) it will be capable has good and marketable title to the Assets and Intellectual Property Rights, free and clear of completing this contract (unless the Seller dies or becomes mentally incapable after the Contract Date)all mortgages, liens, loans and encumbrances; 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 best 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)Seller's knowledge, the Buyer may:
Assets and Intellectual Property Rights do not infringe any Intellectual Property Rights of others; and (ie) 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 own or control, in whole or in part, any rights in any other patents, patent applications or other intellectual property, the Present Use is lawfulclaims of which would dominate the claims of any of the Assets and Intellectual Property Rights. Seller shall not settle any claim, suit, proceeding or action arising out of or relating to any breach (or any claim that, if true, would be a breach) of the foregoing warranties without the prior written consent of Buyer, which shall not be unreasonably withheld. Seller's representations and warranties set forth in clauses (d) and (e) shall expire six (6) months after the Effective Date and shall thereafter be of no further force or effect. In addition, Seller's maximum liability to Buyer for any breach of its representations and warranties hereunder shall be the Purchase Price. In no event shall Seller be required to obtain a bond or other assurance of performance as to the contingent liability represented by its obligation under the foregoing representations and warranties.
Appears in 1 contract
Samples: Asset Purchase and License Agreement (Ross Technology Inc)
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2), 7.4(3) and 7.4(4) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants thatthat at the Contract Date:
(a) there is no outstanding notice under section 246AG, except 247 or 248 of the Building Act 1975 or section 167 or 168 of the Planning Act 2016 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Act 1994 of a notifiable activity being conducted on the Land;
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Act 1994.
(3) The Seller warrants that at settlement:
(a) if the Land is freehold: it will be the registered owner of an estate in fee simple in the Land Lot and will own the rest of the PropertyImprovements and Included Chattels;
(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
(dc) there will be no unsatisfied judgment, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution affecting the Property.
(24) 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:
(ia) there is no outstanding obligation on the Seller unregistered lease, easement or other right capable of registration and which is required to be registered to give indefeasibility affecting the common property or Body Corporate assets;
(b) there is no proposal to record a new community management statement for the Scheme and it has not received a notice of a meeting of the Body Corporate to be held after the Contract Date or notice of any proposed resolution or a decision of the Body Corporate to consent to the administering authority under EPA recording of notifiable activity being conducted on a new community management statement for the LandScheme;
(c) all Body Corporate consents to improvements made to common property and which benefit the Lot, or the registered owner of the Lot, are in force; and
(iid) the Seller Additional Body Corporate Information is not aware of any facts or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPAcorrect (if completed).
(b5) 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(56) If:
(a) the Seller breaches a warranty in clause 7.4(4); or
(b) the Additional Body Corporate Information is not completed; and, as a result, the Buyer is materially prejudiced, the Buyer may terminate this contract by notice to the Seller given before settlement but may not claim damages or compensation.
(7) Clauses 7.4(5) and 7.4(6) do not restrict any statutory rights the Buyer may have which cannot be excluded by this contract.
(8) The Seller does not warrant that warrants that:
(a) the Present Use statements made by the Seller in the Reference Schedule under Residential Tenancy Agreements or Rooming Accommodation Agreements are true and correct; and
(b) if there are Tenancies, the current rent complies with the requirements of section 91 and 93 of the RTRA Act, as those sections applied on the date of each Tenancy.
(9) If the Seller's warranty in clause 7.4(8) is lawful.incorrect, the Buyer's only remedy against the Seller is for
Appears in 1 contract
Samples: Contract for Residential Lots in a Community Titles Scheme
Seller’s Warranties. (1) The Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX that, except as disclosed in this contract at settlement:
(a) if there are no unrecorded leases (other than 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 Lease), liens or encumbrances which may affect title to the Property;
(b) if to Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the Land is leasehold: it present use or occupancy of the Property by any person, authority or agency having jurisdiction;
(c) to Seller's knowledge, there are no intended public improvements which will be or could result in any charges being assessed against the registered lessee, the lease is not liable to forfeiture because of default under the lease, and it Property which will own the rest of result in a lien upon the Property;
(cd) it will be capable to Seller's knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of completing this contract (unless the Seller dies Property, or becomes mentally incapable after the Contract Date); andany portion thereof, by any governmental authorities;
(de) there will be are no unsatisfied judgmentsuits or claims pending or to Seller's knowledge, order (except for an order referred threatened with respect to or in clause 7.6(1)(b)) or writ any manner affecting the Property., nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller;
(2f) The Seller warrants thathas not entered into and there is not existing any other agreement, except as disclosed in this contract at written or oral, under which Seller is or could become obligated to sell the Contract Date Property, or any portion thereof, to a third party and at settlement Seller will not enter into nor execute any such agreement without Buyer's prior written consent;
(g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's knowledge after due inquiry, there are no current pending proceedings, the object of which would be to change the present zoning or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Property.other land-use limitations;
(ah) The this transaction will not in any way violate any other agreements to which Seller warrants that, except as disclosed in this contract or is a notice given by the Seller to the Buyer under the Environmental Protection Xxx 0000 (“EPA”), at the Contract Date:party;
(i) there Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits;
(j) no default of Seller exists under any of the Contracts and, to Seller's knowledge after due inquiry, no default of the other parties exists under any of the Contracts;
(k) no consent of any third party is no outstanding obligation on the required in order for Seller to give notice enter into this Agreement and perform Seller's obligations hereunder;
(l) except for any item to be prorated at XXX in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller's use, ownership, or operation of the Property up to XXX shall be paid in full by Seller;
(m) all general real estate taxes, assessments and personal property taxes that have become due with respect to the administering authority Property (except for those that will be prorated at XXX) have been paid or will be so paid by Seller prior to XXX;
(n) from the Effective Date hereof until XXX or the earlier termination of this Agreement, Seller shall (i) operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof, and shall perform in all material respects, its obligations under EPA of notifiable activity being conducted on the Land; and
Lease, (ii) not amend, modify or waive any material rights under the Lease, and (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Lease;
(o) Seller has no actual knowledge that there exists or has existed, and Seller itself has not aware caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any facts Hazardous Materials. "Hazardous Materials" shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or circumstances that may lead to the Land being classified as contaminated land within the meaning of EPA.
related materials, asbestos or any material containing asbestos (b) If the Seller breaches a warranty in clause 7.4(3including, without limitation, vinyl asbestos tile), the Buyer may:
(i) terminate this contract or any other substance or material, defined as a "hazardous substance" by notice in writing to the Seller given within 2 Business Days before the Settlement Date; or
(ii) complete this contract and claim compensationany federal, 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) state, or clause 7.4(2)local environmental law, ordinance, rule or regulation including, without limitation, the Buyer may terminate this contract by notice Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the Seller.
(5) The Seller does not warrant that the Present Use is lawful.foregoing;
Appears in 1 contract
Samples: Purchase Agreement (Cole Credit Property Trust II Inc)
Seller’s Warranties. (1) The Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX 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 except for those disclosed by Buyer or in the Land and will own the rest of Report, to Seller’s knowledge, there are no unrecorded leases, liens or encumbrances which may affect title to the Property;
(b) if to Seller’s knowledge, no notice of violation (which remains uncured) has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the Land is leasehold: it present use or occupancy of the Property by any person, authority or agency having jurisdiction;
(c) to Seller’s knowledge, there are no intended public improvements which will be or could result in any charges being assessed against the registered lessee, the lease is not liable to forfeiture because of default under the lease, and it Property which will own the rest of result in a lien upon the Property;
(cd) it to Seller’s knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities;
(e) to Seller’s knowledge, there are no suits or claims pending or threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller;
(f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer’s prior written consent;
(g) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land use limitations;
(h) this transaction will not in any way violate any other agreements to which Seller is a party;
(i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits;
(j) to Seller’s knowledge, no default of Seller exists under any of the Contracts and no default of the other parties exists under any of the Contracts;
(k) no consent of any third party (which has not been obtained) is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder;
(l) except for any item to be prorated at XXX in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to XXX shall be paid in full by Seller;
(m) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be capable prorated at XXX) have been paid or will be so paid by Seller prior to XXX;
(n) from the Opening of completing Escrow until XXX or the earlier termination of this contract Agreement, Seller shall (unless i) operate and maintain the Property in a manner generally consistent with the manner in which Seller dies has operated and maintained the Property prior to the Opening of Escrow, and (ii) maintain the existing or becomes mentally incapable after comparable insurance coverage for the Contract Date)Improvements which Seller currently maintains; and
(do) there to Seller’s knowledge, the execution, delivery and performance of this Agreement and the Transfer Documents, specimens of which are attached hereto as Exhibits, will not constitute a breach or default under any other agreement, law or court order under which Seller is a party or may be no unsatisfied judgment, order (except for an order referred to in clause 7.6(1)(b)) bound. Should Seller receive notice or writ knowledge of any information affecting the Property.
(2) The Seller warrants that, except as disclosed accuracy of any of Seller’s representations set forth in this contract at Section 13 after the Contract Effective Date and at settlement there are no current or threatened claimsprior to XXX, notices or proceedings that may lead to a judgment, order or writ affecting Seller will immediately notify Buyer of the Property.
(a) The Seller warrants that, except as disclosed same in writing. All representations made in this contract or a notice given Agreement by Seller shall survive the execution and delivery of this Agreement and XXX for one (1) year. Seller to the shall and does hereby indemnify against and hold Buyer under the Environmental Protection Xxx 0000 (“EPA”)harmless from any loss, 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 damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any facts material misrepresentation by Seller or circumstances that may lead to any material breach of any of Seller’s warranties. Seller’s indemnity and hold harmless obligations shall survive XXX for one (1) year. As used herein, “Seller’s knowledge” shall mean the Land being classified as contaminated land within the meaning current actual knowledge of EPAJ. Xxxxxxx Xxxxx, President and Chief Executive Officer of Seller, and Xxx Xxxxxxxx, Chief Operating Officer of Seller, without investigation.
(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.
Appears in 1 contract
Samples: Purchase Agreement (Cost U Less Inc)
Seller’s Warranties. (1) The Seller's warranties in clauses 7.4(2) and 7.4(3) apply except to the extent disclosed by the Seller to the Buyer:
(a) in this contract; or
(b) in writing before the Buyer signed this contract.
(2) The Seller warrants that, except at the Contract Date:
(a) there is no outstanding notice under section 246AG, 247 or 248 of the Building Xxx 0000 or section 167 or 168 of the Xxxxxxxx Xxx 0000 that affects the Property;
(b) the Seller has not received any communication from a competent authority that may lead to the issue of a notice referred to in clause 7.4(2)(a) or a notice or order referred to in clause 7.6(1);
(c) there are no current or threatened claims or proceedings which may lead to a Court order or writ of execution affecting the Property;
(d) there is no outstanding obligation on the Seller to give notice to the administering authority under the Environmental Protection Xxx 0000 of a notifiable activity being conducted on the Land; DRAFT
(e) the Seller is not aware of any facts or circumstances that may lead to the Land being classified as disclosed in this contract contaminated land within the meaning of the Environmental Protection Xxx 0000.
(3) The Seller warrants that, 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, Court order (except for an order referred to in clause 7.6(1)(b)) or writ of execution 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(17.4(2) or clause 7.4(27.4(3), the Buyer may terminate this contract by notice to the SellerSeller given before settlement.
(5) The Seller does not warrant that the Present Use is lawful.
Appears in 1 contract
Seller’s Warranties. (1) The Seller warrants that, except Save as may have been 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 writing by the Seller to the Buyer Purchaser before the Signature Date, the Seller warrants to and in favour of the Purchaser that to the best of the knowledge and belief to the Seller:
26.1. The Seller is the registered owner of the Property and has the absolute right to dispose of the Property to the Purchaser in accordance with the provision of this Agreement;
26.2. No part of the Property shall be occupied by any person or entity upon the Transfer Date.
26.3. No agreements have been entered into by the Seller whereby any restrictive conditions or servitudes or other real rights attached to the Property or in terms of which any person, natural or corporate, is entitled to obtain any real rights to the Property;
26.4. The Property is not subject to any servitude or condition of title which does notappear in the current Title Deed thereof;
26.5. No notice has been received by the Seller of the intention of any Authority to expropriate the Property or any portion thereof nor is the Seller aware of any intention to expropriate the Property or any portion thereof by any such Authority;
26.6. The Property is not subject to any claim 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 Restitution of notifiable activity being conducted on the Land; and
(ii) Land Rights Act No. 22 of 1944 and the Seller is not aware of any facts such claim being pending or circumstances any circumstances, which may reasonably give rise to any such claim;
26.7. No legal action has been instituted against the Seller and the Seller has no knowledge of any contemplated legal action in terms whereof the Property may be attached and or Transfer thereof may be interdicted;
26.8. The Property is not subject to any current attachment and no interdict preventing the Transfer has been recorded in any Deeds Registry in the Republic of South Africa or any other similar public office and
26.9. The current and proposed use of the Property is lawful and is not in contravention of any applicable provision of the applicable town planning scheme and or conditions of title.
26.10. The Seller warrants that may lead all alterations, additions and improvements to the Land being classified as contaminated land within Property have been approved by the meaning of EPALocal Authority and that all plans which are required have been submitted to and approved by such Local Authority.
(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.
Appears in 1 contract
Samples: Agreement of Sale