Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch Seller hereby warrants (garanderen) to the Purchaser that: (i) the Dutch Warranties are true and accurate on the date of this Agreement and (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only warranties, representations or other assurances of any kind given by or on behalf of the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement. 18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosed. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 2 contracts

Samples: Master Purchase Agreement (SunOpta Inc.), Signing Protocol (SunOpta Inc.)

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Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch 11.1 Each Seller hereby individually and severally (and not jointly or jointly and severally) warrants (garanderen) to the Purchaser that: , save as Disclosed: (ia) each of the Warranties (other than the Individual Warranty); and (b) the Dutch Warranties are Individual Warranty (which is given by each Seller solely in respect of itself), is true and accurate on as at the date of this Agreement Agreement. Immediately before Completion, each Seller individually and severally (iiand not jointly or jointly and severally) is deemed to warrant to the Purchaser that: (c) each of the Fundamental Warranties (other than the Individual Warranty); and (d) the Dutch Warranties will be Individual Warranty (which is given by each Seller solely in respect of itself), is true and accurate on the Completion Date by reference to the facts and circumstances then existingas at Completion. For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the "date of this Agreement", that reference is to be construed as a reference to the Completion Date. The Warranties are given subject to Clause 12 and Schedule 8 (Sellers’ Limitations on Liability) below. 18.2 Subject to Clause 18.511.2 Any Warranties that are qualified by the knowledge, belief or awareness of the Sellers shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxx Xxxx (the “Knowledge Group”) (and, in each case, the US Seller hereby warrants (garanderen) to members of the Purchaser that: Knowledge Group (i) shall be deemed to have read the US Warranties are true and accurate on the date of this Agreement and (ii) have made due, diligent and careful enquiries of the US Warranties will be true relevant Direct Report Person that reports directly or indirectly to that member of the Knowledge Group; in each case to ensure that all information given in the Warranty is true, complete and accurate on the Completion Date by reference to the facts and circumstances then existingin all respects). 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 11.3 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only warrantiesagrees, representations or other assurances of any kind given by or for itself and on behalf of the Sellers Purchaser’s Group, that: (a) the Warranties set out in Schedule 5 (Warranties) are the only warranties given by the Sellers; (b) in entering into this Agreement and the Transaction Documents, the Purchaser has not relied upon, and is not relying upon any statement, representation, warranty, assurance, covenant, indemnity, undertaking, commitment or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations provision (whether written or other assurances of any kind (i) given at any occasion, whether in writing or verballyoral, express or implied, ) which is not expressly set out in this Agreement or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if anyDisclosure Letter; 18.4.2 (c) the Sellers make no representation or warranty or representation as with respect to the accuracy ofof budgets, without limitationbusiness plans, forward-looking statements, studies, forecasts, estimates, reserve and resource statements and estimates, mineral inventory estimates, projections, financial models, statements of intent or statements of opinion and any other projections of a financial, technical, commercial, regulatory or operational nature relating to the Business or the Group provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement. 18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's ’s Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives Agents on the basis of the Disclosed Information or prior to the extent Fairly Disclosed.date of this Agreement; and 18.6 The Sellers' (d) the Tax Warranties are the only warranties given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transactionrelation to or in respect of Taxation issues (and any related claims, liabilities or other matters).

Appears in 2 contracts

Samples: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement

Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch (1) The Seller hereby warrants (garanderen) to the Purchaser that: , save as otherwise stated in this agreement and subject to all matters and circumstances disclosed in the Disclosure Letter, each of the statements set out in Schedule 7 to this agreement (ithe "Warranties") the Dutch Warranties are true and accurate on as at the date of this Agreement agreement and at Completion (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existingsubsisting). 18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen2) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only (a) no representations, warranties, representations collateral contracts or other assurances of any kind (express or implied) have been given by or on behalf of the Sellers Seller or any other member of the Sellers' Seller's Group and that they are on which the Purchaser may rely in lieu ofentering into this agreement except for the Warranties and, cancel and supersede in particular, but without prejudice to the generality of the foregoing, no member of the Seller's Group makes any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, implied representation or warranty (iiother than the Warranties) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy ofphysical condition or suitability for any particular purpose of any of the Assets, without limitationindividually or collectively, forecastswhich are otherwise being purchased "as is, estimates, projections, statements where is" at the time of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed InformationCompletion; 18.4.3 (b) no other than the Sellers' Warrantiesstatement, no statement (written promise or oral) forecast made by or on behalf of the Sellers Seller or any other member of the Sellers' Seller's Group (except in instances of fraud) may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreementagreement or the Implementation Agreements (save as set out in such agreements); (c) any claim by the Purchaser or any person deriving title from it in connection with the Warranties (a "Warranty Claim") shall be subject to the following provisions of this clause; and (d) at the time of entering into this agreement none of the individuals set out in Part 2 of Schedule 4 (the "Terra Individuals") are aware that the Purchaser will at the date of this agreement or at Completion be entitled to bring a Warranty Claim. 18.5 (3) The relevant liability of the Seller under or in respect of the Warranties or under Schedule 11 shall be limited as follows: (a) there shall be disregarded for all purposes any breach of the Warranties or liability under Schedule 11 in respect of which the amount of the damages (or other payment) to which the Purchaser would otherwise be entitled is less than (Pounds)50,000 (excluding interest, costs and expenses) provided that any series of claims arising from the same or similar circumstances shall be treated as a single claim for these purposes and to the extent that the claim(s) is satisfied by the Seller from insurance proceeds a series of claims or events or a single claim or event shall be interpreted in accordance with the terms and conditions of the Policy referred to in 5(7); (b) the Purchaser shall not be entitled to recover any damages (or other payment) in respect of any breach or breaches of the Warranties until the amount of damages in respect of such breach or breaches (together with any liability on the part of the Seller and all members of the Seller's Group under Schedule 11) exceeds in aggregate the sum of (Pounds)1,000,000 in which event the Purchaser shall be entitled to recover the whole of such amount and not just the excess; (c) the maximum aggregate liability of the Seller and all members of the Seller's Group in respect of all and any Warranty Claims (other than Environmental Claims) shall not exceed (Pounds)100,000,000; (d) the maximum aggregate liability of the Seller and all members of the Seller's Group in respect of all and any Environmental Claims shall not exceed (Pounds)100,000,000; (e) in respect of any liability which is contingent, unless and until such liability becomes an actual liability and is due and payable provided that recovery for claims associated with a contingent liability in existence prior to the Expiration Date shall still be permitted when actual liability does not become due and payable until after the Expiration Date if notice of the contingent liability has been given in accordance with subclauses (6) and (7) below. (4) The Purchaser acknowledges and agrees that: (a) no liability shall attach to the Seller by reason of any breach of any of the Warranties to the extent that the loss has been recovered by the Purchaser under Schedule 11 or any other term of this agreement or any other document referred to herein and accordingly the Purchaser may only recover once in respect of the same loss; (b) the Seller shall not be liable for a Breach breach of any Warranties or under Schedule 11 or any other term of this agreement to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost, expense or loss to the Purchaser in a manner reasonably acceptable to the Purchaser; and (c) in calculating the liability of the Seller for any breach of the Warranties or under Schedule 11 there shall be taken into account the amount by which any taxation for which the Purchaser is now or will in the future be accountable or liable to be assessed is or will be reduced or extinguished as a result of the matter giving rise to such liability. (5) The Purchaser shall not be entitled to make any Warranty Claim: (a) to the extent that provision or allowance for the matter or liability which would otherwise give rise to the claim in question is taken account of or reflected in the determination of the Stock Valuation; (b) in respect of anything fairly disclosed in the Disclosure Letter (which, with respect to the Warranties given as at the date of this agreement, shall, for the avoidance of doubt, exclude any additional specific disclosures after the date of this agreement and, with respect to the Warranties given at the date of Completion, will include the benefit of additional specific disclosures made pursuant to clause 5); (c) if the claim would not have arisen but for a change in (or in the judicial interpretation of) or an enactment or repeal of legislation or regulation, or the introduction, change in or cessation of the published practice of any taxation authority taking effect after the date of this agreement; (d) to the extent that the claim arises as a result only of any change after Completion in the accounting bases upon which the Business values its assets or computes its profits or arises as a result of the taxation or accounting policies, bases or practices of the Purchaser being different to those adopted or used in preparing the Accounts (except to the extent that such change is made as a result of the Accounts not being as warranted in paragraph B(1) of Schedule 7); or (e) to the extent that the claim arises as a result of a circumstance which arose: (i) prior to Completion with the written consent of the Purchaser; or (ii) due to any voluntary act or omission of the Purchaser after Completion which was outside the ordinary course of business, which the Purchaser knew would result in a breach of Warranty and the primary intention of which was to create a claim for breach of Warranty. Notwithstanding any other provision of this agreement, the Purchaser shall be deemed not to have any notice of any matters which might be disclosed in any fire certificates or planning provisions which may have been available to the Purchaser or its advisers. (6) If any of the directors of the Purchaser or senior management of Terra become aware that the Purchaser is entitled to make a Warranty Claim or a claim in respect of any indemnity by the Seller under this agreement (except in relation to claims under the indemnities set out in Schedule 11) the Purchaser shall give notice to the Seller within 30 days of such person or persons becoming aware of any such matter specifying (in reasonable detail) the matter which gives rise to the claim, the nature of the claim and the amount claimed in respect thereof (including the Purchaser's calculation of the loss thereby alleged to have been suffered by it) provided that the Purchaser shall not lose any rights to bring a Warranty Claim or a claim in respect of any indemnity by reason of failing to give such a notice unless and except to the extent that the Seller's liability is increased as a result of such failure. If the Warranty Claim or claim in respect of an indemnity in question is as a result of or in connection with a liability or alleged liability to a third party: (a) the Purchaser shall make no admission of liability, agreement, settlement or compromise with any third party in relation to any such liability or alleged liability without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), and the Purchaser shall (subject to being indemnified by the Seller against all reasonable costs, claims and liabilities arising in connection therewith) take such action to avoid, mitigate, dispute, resist, appeal, settle, compromise or contest the liability as may be reasonably requested by the Seller (provided any such actions would not be prejudicial to its ongoing business interests in a material respect); (b) the Purchaser shall make available to the Seller, at the Seller's expense, such persons and all such access and information as the Seller may reasonably require for avoiding, disputing, resisting, appealing, compromising or contesting any such liability. (7) The Seller shall cease to have any liability under or in respect of the Warranties (other than the Warranties in respect of environmental matters to which the time limitations in Schedule 11 shall apply) on the date two years from Completion (the "Expiration Date") in respect of any Warranties except in respect of a Warranty Claim of which the Purchaser gives notice to the Seller before the relevant date and in accordance with subclause (6) above but the liability of the Seller in respect of any Warranty Claim shall absolutely terminate if proceedings in respect of it have not been commenced within 12 months of service of notice of that Warranty Claim (and for this purpose proceedings shall not be deemed to have been commenced unless they have been properly issued and validly served upon the Seller); provided, however, that such limitation on liability shall not apply with respect to Warranties relating to the ownership of assets and due authorisation of this agreement, the Implementation Agreements and transactions contemplated thereby. (8) Without prejudice to the Purchaser's duty to mitigate any loss in respect of any breach of the Warranties or in respect of any claim under Schedule 11 if in respect of any matter which would otherwise give rise to a breach of the Warranties or a claim under Schedule 11 the Purchaser is entitled to claim under any policy of insurance then the Purchaser shall use all reasonable endeavours to pursue such insurance claim and the amount of any insurance monies recovered by the Purchaser (net of taxes and costs of recovery and excluding returns of premium (if any)) shall reduce to that extent or extinguish the claim for breach of the Warranties or the amount indemnified under Schedule 11. (9) If the Seller or any member of the Seller's Group makes any payment by way of damages for breach of the Warranties (the "Damages Payment") and the Purchaser receives any benefit otherwise than from the Seller or that member which would not have been received but for the circumstance giving rise to the claim in respect of which the Damages Payment was made the Purchaser shall, once it has received such benefit, forthwith repay to that Seller or member an amount equal to the lower of the amount of such benefit and the Damages Payment net of taxes and the cost of recovery. (10) The Purchaser shall not be entitled to rescind or terminate this agreement after Completion in any circumstances provided that nothing in this subclause shall exclude or limit any liability for fraud. (11) Any payment made by the Seller in respect of a breach of the Warranties or under any indemnity shall be deemed to be a reduction in the consideration for the sale of the Business. (12) References to the Seller shall include any member of the Seller's Group which might have any liability with respect to the Warranties or under any indemnity. (13) The Purchaser shall not be entitled to claim for punitive damages in respect of any Warranty Claim or in respect of a claim in respect of any indemnity by the Seller under this agreement. (14) The Purchaser shall take reasonable steps at the Seller's expense (provided such expenses are taken into account when calculating damages) to avoid or mitigate any loss or damage which may give rise to a claim under or in connection with this agreement, whether arising in contract, tort (including, without limitation, negligence) or otherwise howsoever arising. (15) The Seller shall have no liability under or in connection with this agreement whether arising in contract, tort (including, without limitation, negligence or otherwise howsoever arising) save in relation to the Warranties and as otherwise expressed in this agreement. (16) The Seller and ICI, on behalf of themselves and each member of the Seller's Group, waive any and all claims which they or any member of the Seller's Group might otherwise have against any of the Employees, to the intent that this subclause (16) shall be for the benefit of, and enforceable against the Seller, ICI and each member of the Seller's Group by, the Employees and each member of the Purchaser's Group in connection with the sale of the Assets and the Business, this agreement and any document ancillary to it and any information supplied or its Representatives were omitted to be supplied by them and any act or should have been aware omission by them or any of such Breachthem in connection with the preparation of and the contents of this agreement and any document ancillary to it (including, because without limitation, the facts and/or circumstances giving rise thereto were known to Disclosure Letter) except that this clause shall not result in the Purchaser Seller, ICI or any member of the Seller's Group waiving claims for wilful default or fraud by the Employees. (17) The Purchaser shall not be deemed to have any specific knowledge except as specifically disclosed in the Disclosure Letter. (18) The provisions of this clause shall have effect notwithstanding any other provisions of this agreement. (19) Subject to the Terra Individuals not being aware of the Purchaser being entitled to bring a Warranty Claim at the date of this agreement or at Completion (as provided for in (2)(d) above), the Purchaser shall be entitled to claim after Completion that any of the Warranties is or was untrue or has or had been breached even if the Purchaser knew or could have discovered on or before Completion that the Warranty in question was untrue or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser's Group or rights in respect of any such claim (provided that subclause (2)(d) shall take precedence over the provisions of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosedthis subclause (19)). 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Sale of Business Agreement (Terra Industries Inc)

Seller’s Warranties. 18.1 9.1.1 Subject to Clause 18.59.2, the Dutch Seller hereby warrants (garanderenon behalf of the relevant Business Sellers or Share Seller as applicable) to the Purchaser that: (i) and each member of the Dutch Warranties Purchaser’s Group to which Shares or other assets are true and accurate on the date of transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 16 are now and will at Closing (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.2 Subject to Clause 18.5, existing at the US Seller hereby warrants (garanderenrelevant time) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on accurate. 9.1.2 Each of the Completion Date Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 16 or by anything in this Agreement or any Local Transfer Document or in the facts and circumstances then existingTax Indemnity. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. 9.1.3 The Purchaser is at all times free to decide which Sellers' Warranty Seller does not give or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only warranties, representations or other assurances of make any kind given by or on behalf of the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its Representatives directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including in the Disclosed Information; 18.4.3 other than information book on the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement. 18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known Business provided to the Purchaser dated May 2014, the management presentation on the Business given to the Purchaser in June 2014 or any member document provided in the Data Room. 9.1.4 Any Seller Warranty qualified by the expression “so far as Seller is aware” or to “Seller’s Knowledge” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of the Purchaser's Group or any of their Representatives on the basis following persons: [***]; [***]; [***]; [***]; [***]; [***]; [***]; [***]; [***]; [***] and [***] such persons having made reasonable enquiry, with no imputation of the Disclosed Information knowledge of any other person. 9.1.5 The Seller’s Warranties and any claim in respect of the Seller’s Warranties shall be subject to the extent Fairly Disclosedlimitations and other provisions set out in Clauses 10 and 11. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Share and Business Sale Agreement (Novartis Ag)

Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch (a) The Seller hereby warrants (garanderen) to the Purchaser that: Buyer in the terms of the Warranties. (ib) the Dutch The Warranties are true and accurate given subject only to matters disclosed in the Disclosure Documents meaning that the Seller shall not have any liability for any Claim based on the date of any fact, matter, or circumstance having been disclosed in this Agreement or by the Disclosure Documents. (c) Any statement in the Warranties which is qualified by the expression "to the best of the knowledge, information, and belief of the Seller" or "so far as the Seller is aware" or any similar expression shall mean the knowledge, information, and belief of the following executives of the Sellers and any other person of whom they ought reasonably to have made enquiries: Nielx Xxxxxxxxx Xxxu, Chief Executive Officer; Per Xxxxxx, Xxecutive Vice President Global Sales and Marketing and Chief Executive Officer, Olicom Inc.; Nielx Xxxxxxxxx, Chief Technical Officer; Lars Xxxxxx, Xxief Financial Officer; Per Friis, Vice President of Operations; Jorgen Hog, Vice President Product Marketing, Nielx Xxxxxxxxx Xxxllerup, Vice President Business Operations; Mettx Xxxx, Xxrector of Legal Affairs; and Boje Rinhart, Vice President, Chairman's Office. (iid) Each of the Dutch Warranties will shall be true separate and accurate on the Completion Date independent and, save as expressly provided, shall not be limited by reference to the facts and circumstances then existing. 18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' any other Warranty or Sellers' Warranties to invoke any other provision in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 (e) The Purchaser acknowledges Seller agrees with the Buyer (for itself and agrees that:as trustee for each of the Transferring Employees): 18.4.1 (i) that the Sellers' Warranties are giving by any Transferring Employee to the only warranties, representations Seller or other assurances its respective agents or advisers of any kind given information or opinion in connection with the Warranties or any of the other agreements to be entered into pursuant to this agreement or otherwise in relation to the Business shall not be deemed to be a representation, warranty or guarantee to the Seller of the accuracy of such information or opinion; (ii) to waive any right or claim which it may have against any Transferring Employee or for any error, omission or misrepresentation in any such 130 22 information or opinion save for any such right or claim based on gross negligence or willful conduct; and (iii) that any such right or claim shall not constitute a defence to any claim by the Seller under or in relation to this agreement (including the Warranties) or any of the other agreements to be entered into pursuant to this agreement save for any such right or claim based on gross negligence or wilful conduct. (f) Part A of Schedule 4 shall apply to limit or exclude in accordance with its terms, any liability which the Seller might otherwise have in respect of a breach of the Warranties, provided that (a) the provisions of Part A of Schedule 4 shall not apply to any such liability in circumstances of fraud by or on behalf of the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, Seller; or (iib) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements paragraph 2 of intent or statements Schedule 4 shall not apply in circumstances of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made willful non-disclosure by or on behalf of the Sellers or any other member Seller. References in Schedule 4 to the Buyer and the Seller shall (apart from paragraph 3.15 of Part A and paragraph 10 of Part B) be deemed to be references to the Sellers' Buyer's Group may form and the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this AgreementSeller's Group respectively. 18.5 (g) The relevant Seller Warranties shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosedcontinue in full force and effect notwithstanding Completion. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Assets (Madge Networks Nv)

Seller’s Warranties. 18.1 (a) Subject to Clause 18.5Clauses 6.2 and 6.4, the Dutch Seller hereby warrants (garanderen) to the Purchaser that: (i) the Dutch Warranties are true and accurate on as at the date of this Agreement Agreement, the Seller warrants to the Buyer (for itself and as trustee for its successors in title) in terms of the Seller's Warranties. (iib) The Seller's Warranties are qualified to the Dutch Warranties will be true extent, but only to the extent, of those matters Disclosed in the Disclosure Letter or the Supplementary Disclosure Letter and for this purpose "Disclosed" means fairly disclosed in such a manner and in such detail as to enable a reasonable buyer to make an informed and accurate on assessment of the Completion Date by reference to matter concerned. For the facts and circumstances then existing. 18.2 Subject to Clause 18.5avoidance of all doubt, no matter Disclosed in the US Seller hereby warrants (garanderen) to Supplementary Disclosure Letter shall qualify any of the Purchaser that: (i) the US Seller's Warranties which are true and accurate on given as at the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges (c) In a Seller's Warranty, where any statement is qualified as being made so far as the Seller is aware or any similar expression, it has been so qualified after due and agrees that: 18.4.1 careful enquiries by the Sellers' Warranties are the only warranties, representations or other assurances of any kind given by or on behalf Seller of the Sellers or persons set out in Schedule 11 (List of persons of whom enquiries have been made). (d) Each of the Paragraphs of Schedule 4 (Seller's Warranties): (i) shall be construed as a separate and independent warranty; and (ii) unless expressly provided in this Agreement, shall not be limited by reference to any other Paragraph of Schedule 4 (Seller's Warranties) or by any other provision of this Agreement or the Deed of Tax Covenant, and the Buyer shall have a separate claim and right of action in respect of every breach of a Seller's Warranty. (e) The Seller agrees with the Buyer (for itself and as trustee for each member of the Sellers' CCPH Group and that they are such companies' directors, employees, agents and advisers) to waive any right or claim which it may have in lieu of, cancel and supersede any other warranties, representations or other assurances respect of any kind (i) given at any occasion, whether in writing misrepresentation or verbally, express or impliederror in, or (ii) provided omission from any information or opinion supplied or given by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' CCPH Group may form and/or any of their respective directors, officers, employees or agents in the basis of, course of negotiating this Agreement or be pleaded the Deed of Tax Covenant or in connection with, preparing the Disclosure Letter or the Supplementary Disclosure Letter and that any such right or claim shall not constitute a defence to any claim by the Purchaser Buyer under or in connection with relation to this AgreementAgreement or the Deed of Tax Covenant. 18.5 (f) The relevant Seller Seller's Warranties shall not in any respect be liable for a Breach to the extent that any member of the Purchaser's Group extinguished or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosedaffected by Completion. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Amtrust Financial Services, Inc.)

Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch 11.1 Each Seller hereby severally warrants (garanderen) to the Purchaser (in respect of himself, herself or itself only) that: , subject to the other provisions of this Clause 11 (i) as applicable), each of the Dutch Fundamental Warranties are true and accurate on is as at the date of this Agreement agreement, and will immediately before Completion (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existingsubsisting) be true, accurate and not misleading. 18.2 Subject to Clause 18.5, the US Seller hereby 11.2 Each Senior Manager severally warrants (garanderen) to the Purchaser that: , to the best of his or her knowledge, information and belief and subject to the other provisions of this Clause 11 (ias applicable): (a) each of the US Fundamental Business Warranties are true and accurate on is as at the date of this Agreement agreement, and will immediately before Completion (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existingsubsisting and on the basis that any express or implied reference in any such Fundamental Business Warranty to “the date of this agreement” is to be considered as a reference to the time immediately before Completion), be true and accurate and not misleading; and (b) each of the Business Warranties and Tax Warranties is as at the date of this agreement true, accurate and not misleading. 18.3 No Sellers' Warranty shall be limited by 11.3 For the contents purpose of another Sellers' Warranty. Each Sellers' Warranty Clause 11.2, the knowledge, information and belief of the Senior Managers shall be construed as referring only to the actual knowledge, information and belief of the Senior Managers having made reasonable enquiry of each other and of the Depop Deal Team and no other person’s knowledge, awareness or belief shall be imputed to any Senior Manager. 11.4 Each of the Warranties is separate and independent. The Purchaser independent and, except as expressly provided to the contrary in this agreement, is at all times free not limited: (a) by reference to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered any other Warranty; or (b) by more than one Sellers' Warranty, or to invoke another any other provision of this Agreementagreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only warranties, representations or other assurances of any kind given by or on behalf 11.5 None of the Sellers Warranties shall be treated as qualified by any actual, imputed or any other member constructive knowledge on the part of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement. 18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any agent or adviser of their Representatives any such member and no such knowledge shall prejudice any Warranty Claim or operate so as to reduce any amount recoverable. 11.6 The Senior Managers shall as soon as reasonably practicable (and in any event before Completion) give notice to the Purchaser of any fact, matter or circumstance (a) which becomes known to any of them after the date of this agreement and before Completion or (b) arising after the date of this agreement and before Completion, which such Senior Manager is actually aware results in any of the Fundamental Warranties or Fundamental Business Warranties being untrue or inaccurate as at the date of this agreement or when deemed to be repeated immediately before Completion. Any failure on the basis part of a Senior Manager to provide any such notice shall not result in any increase in liability of that Senior Manager over and above any liability arising under this agreement. Any notice given under this Clause 11.6 in relation to any matter or circumstance shall not prevent the Purchaser from making any Warranty Claim arising from that matter or circumstance. 11.7 The Senior Managers may deliver one supplementary Disclosure Letter to the Purchaser no less than three Business Day before the Scheduled Completion Date, disclosing any facts, matters or circumstances arising between the date of this agreement and the date on which such supplementary Disclosure Letter is delivered that would result in any of the Fundamental Business Warranties being untrue or inaccurate when deemed to be repeated immediately before Completion (by reference to the facts and circumstances then subsisting) (the Supplemental Disclosure Letter). 11.8 If before satisfaction of the HSR Condition it comes to the notice of the Purchaser that one or more of the Warranties is as at the date of this agreement (or will, in the case of the Fundamental Business Warranties only, when deemed pursuant to this agreement to be repeated immediately before Completion) be, untrue or inaccurate in any material respect (other than by reason of any fact, matter or circumstance that has been Disclosed Information as at the date of this agreement), such that: (a) notwithstanding the provisions of Schedule 8 (except paragraphs 1.1(a), 1.1(c), 1.2 and 8 of Schedule 8), the damages recoverable by the Purchaser from the relevant Sellers in respect of that breach (together with all other breaches arising from the same or substantially similar facts, matters or circumstances) would exceed $200,000,000; and (b) the facts, matters or circumstances giving rise to that breach have had a Material Adverse Effect on the financial condition or business of the Group taken as a whole (as presently carried on), and such breach is not capable of remedy, the Purchaser may terminate this agreement, by giving notice in writing to the Seller Representatives; provided, however, that the termination right hereunder may not be exercised after the HSR Satisfaction Date. 11.9 If the Purchaser elects, under Clause 11.8, to terminate this agreement: (a) the Purchaser’s right to terminate the agreement shall be the Purchaser’s sole remedy in relation to the relevant matter or circumstance and the Purchaser shall have no claim against any Seller (and the Sellers shall have no liability to the Purchaser) arising out of or in connection with this agreement or any other Transaction Document; except for this Clause 11.9 and the Surviving Provisions, all the provisions of this agreement shall lapse and cease to have effect. 11.10 If the Purchaser (or after Completion, any of the Group Companies) becomes aware of any fact, matter or circumstance that could reasonably be expected to give rise to any Warranty Claim, the Purchaser shall give notice to the Seller Representatives specifying the fact, matter or circumstance giving rise to that potential Warranty Claim in reasonable detail (to the extent Fairly Disclosedknown), the Purchaser’s good faith estimate of the amount of that Warranty Claim, and such other facts as the Purchaser deems necessary, as soon as reasonably practicable after it becomes aware of that potential Warranty Claim. Any failure by the Purchaser to give notice as contemplated by this sub-Clause shall not, for the avoidance of doubt, prevent the Purchaser from making any Warranty Claim except as expressly provided in paragraph 3 of Schedule 8. 18.6 11.11 The Sellers' Warranties are given by Warranties, any Warranty Claim and any Tax Covenant Claim shall be subject to the limitations and other provisions set out in Schedule 8. 11.12 Nothing in the Disclosure Letter, or Supplemental Disclosure Letter (if applicable) shall qualify or limit the liability of the Sellers with in relation to any of the knowledge Fundamental Warranties. 11.13 Nothing in Schedule 8 or the Disclosure Letter shall qualify or limit the liability of a Seller in relation to that Seller’s own fraud, dishonesty or wilful concealment. 11.14 Clause 11.12 and 11.13 apply notwithstanding Clause 11.11. 11.15 Without prejudice to the Purchaser’s rights under Schedule 6 (Tax Covenant), the Purchaser confirms to the Sellers that, apart from the information Disclosed, it is relying thereon in connection with not aware of a breach of any Warranty as at the Transactiondate of this agreement. For the purpose of this Clause, the awareness of the Purchaser shall be construed as referring only to the actual awareness of the Purchaser’s Deal Team and no other person’s knowledge, awareness or belief shall be imputed to the Purchaser.

Appears in 1 contract

Samples: Exhibit (Etsy Inc)

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Seller’s Warranties. 18.1 ​ 9.1 Subject to Clause 18.5the limitations set out in Schedule 6, the Dutch Seller hereby warrants (garanderen) to the Purchaser that: (i) Buyer that each of the Dutch Seller's Warranties are is true and accurate on as at the date Signing Date. 9.2 The Seller warrants to the Buyer that each of this Agreement and (ii) the Dutch Repeated Fundamental Warranties will be true and accurate on in all respects as at the Completion Date as if they had been given again at Completion by reference to the facts and circumstances then existing. 18.2 Subject to Clause 18.5, existing as if references in the US Seller hereby warrants (garanderen) Repeated Fundamental Warranties to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on Signing Date were references to the Completion Date by reference to the facts and circumstances then existing.Date. ​ ​ ​ 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. 9.3 Each Sellers' Seller's Warranty shall be construed as a separate and independent. The Purchaser is at all times free independent warranty and shall not be expanded by reference to decide which Sellers' Warranty any other matter, warranty or Sellers' Warranties to invoke in case of a Breach which is covered undertaking unless expressly provided by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 9.4 For the Sellers' Warranties are purposes of this Agreement, where a Seller's Warranty is qualified by "so far as the only warranties, representations Seller is aware" or other assurances of any kind given by or on behalf of similar expression, the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not Seller's awareness is limited to the provisions actual knowledge at the Signing Date of Book 7 part 1 DCC)Xxxxx Xxxxx, if any; 18.4.2 Xxx Xxxxxxx Xxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxx Vanweddingen, Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx, and for the Sellers make no warranty or representation as purposes of this clause 9.4, these persons are deemed to the accuracy of, without limitation, forecasts, estimates, projections, statements have made due enquiries of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreementeach other. 18.5 The relevant 9.5 Subject always to Schedule 6, the Seller shall not be liable for in relation to a Breach Seller's Warranty, and the Buyer shall not be entitled to claim that any Seller's Warranty is untrue or inaccurate, if the facts, matters, events or circumstances giving rise to the extent that relevant claim in respect of a Seller's Warranty are: (a) contained or referred to in this Agreement; ​ (b) Fairly Disclosed in the Disclosure Letter; and ​ (c) Fairly Disclosed in the Data Room Information. ​ 9.6 The Seller agrees not to bring a claim which it may have against any present or former officers, directors or employees of any Group Company arising out of any information or advice provided (or omitted to be provided) by any such person and on which the Seller has relied when making any representation or giving a Seller's Warranty or preparing the Disclosure Letter or on which the Seller has relied when agreeing to the terms of a Transaction Document. This clause 9.6 shall not apply to a claim made against any person alleged to have acted fraudulently. 9.7 The Buyer agrees not to bring a claim which it may have against any present or former officers, directors or employees of any member of the PurchaserSeller's Group arising out of any information or its Representatives were advice provided (or should have been aware of omitted to be provided) by any such Breach, because person on which the facts and/or circumstances giving rise thereto were known Buyer has relied when agreeing to the Purchaser terms of a Transaction Document. This clause 9.7 shall not apply to a claim made against any person alleged to have acted fraudulently. 9.8 The Parties agree that in connection with the giving of the Seller's Warranties, the Buyer shall put in place the W&I Insurance Policy on the terms set out in Schedule 6 and this clause 9.8 as follows: (a) the Buyer shall procure that at all times, the W&I Insurance Policy contains terms the effect of which are that the W&I Insurers irrevocably and unconditionally: (i) waive any rights to take subrogated action or to claim in contribution or to exercise rights assigned to it against any member of the PurchaserSeller's Group or in relation to any of their Representatives on the basis claim for a breach of the Disclosed Information Seller's Warranties, save in the case of fraud; and (ii) acknowledge and agree that each member of the Seller's Group is entitled to directly enforce the extent Fairly Disclosedwaiver referred to in clause 9.8(a)(i) and may plead such waiver in bar to any subrogated action, claim in contribution or exercise of assigned rights which may be brought against them in any jurisdiction and that in respect of such waiver the Buyer contracts in its own right and as agent of each member of the Seller's Group; ​ ​ ​ (b) the Buyer shall not, without the prior written consent of the Seller (which shall not be unreasonably withheld or delayed), materially amend or terminate the W&I Insurance Policy; and (c) the Buyer shall, where requested to do so by a member of the Seller's Group, enforce any term of the W&I Insurance Policy under which each of the W&I Insurers waives its right to take subrogated action or to claim in contribution or to exercise rights assigned to it against a member of the Seller's Group (and without prejudice to, or limitation of, any right of a member of the Seller's Group to separately enforce such terms). 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Share Purchase Agreement (Azenta, Inc.)

Seller’s Warranties. 18.1 Subject to Clause 18.5, the Dutch 9.1.1 The Seller hereby warrants (garanderen) to the Purchaser that: Table of Contents (ia) each of the Dutch Warranties are statements included in paragraphs 1 (Authority and capacity of the Seller), 2 (Group Companies) and 3 (Shares) of Schedule 9.1.1 (the Fundamental Warranties) is true and accurate on the date of this Agreement and (ii) the Dutch Warranties will be true and accurate on the Completion Date by reference to Date; and (b) each of the facts and circumstances then existing. 18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen) to the Purchaser that: (i) the US Warranties are other statements set out in Schedule 9.1.1 is true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference Date, unless any such warranty is expressly stated to be given on an earlier date or for a particular period of time; except to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by extent such statements (the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free Seller’s Warranties) extend to decide which Sellers' Warranty or Sellers' Warranties to invoke in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 the Sellers' Warranties are the only warranties, representations or other assurances of any kind given by or on behalf of the Sellers or any other member of the Sellers' Group and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitationprojections, forecasts, estimates, projections, statements of intent or statements of opinion provided to the opinion, in respect of which no warranties are given. 9.1.2 The Purchaser or acknowledges that: (a) it and its Representatives in have been provided with sufficient opportunity to review the Disclosed InformationInformation and to request and review all other information and clarification they deemed relevant before entering into this Agreement; 18.4.3 (b) it has performed its Due Diligence Investigation with the assistance of professional advisers, in form, scope, substance and outcome to its satisfaction; (c) in entering into this Agreement and any other than the Sellers' WarrantiesTransaction Document, no it is not relying upon, and shall not have any right or remedy in respect of, any undertaking, representation, warranty, offer, promise, assurance or other statement (written or oral) made by or on behalf of the Sellers Seller, unless it is expressly set out in this Agreement or any other member Transaction Document; (d) at the time of entering into this Agreement, none of the Sellers' Group may form the basis ofTimken Deal Team Members has any actual knowledge of any fact, matter, circumstance or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement. 18.5 The relevant Seller shall not be liable for event which constitutes a Breach to the extent that any member breach of the Purchaser's Group Seller’s Warranties (other than the Fundamental Warranties) or its Representatives were or should have been aware may give rise to a Claim for breach thereof; and (e) the only Seller’s Warranties given in respect of such BreachTax are the Tax Warranties, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member and none of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information other Seller’s Warranties shall be deemed to the extent Fairly Disclosedbe given in relation to Tax. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Share Purchase Agreement (Timken Co)

Seller’s Warranties. 18.1 Subject 1.1 Each Seller warrants to Clause 18.5the Purchasers that each of the Warranties is, at the Dutch date hereof, true and accurate and will continue to be true and accurate up to and including the Completion Effective Date, and that each of the Fundamental Warranties is true and accurate at the Completion Effective Date. 1.2 Each Seller hereby warrants shall not be liable under the Warranties (garanderenother than the Fundamental Warranties) to the Purchaser that: (i) the Dutch extent that facts, matters or circumstances which qualify such Warranties are true and accurate on Disclosed in this Agreement, the Disclosure Letter, the Supplementary Disclosure Letter or the Data Room. 1.3 The Sellers’ Representative shall notify the Purchasers’ Representative in writing with details of any breach of any of the Warranties promptly after it becomes aware of the same (and, for the period between the date of this Agreement and Completion, may do so by delivering to the Purchasers' Representative the Supplementary Disclosure Letter). 1.4 Each Seller undertakes to irrevocably waive any right and claim which it may have against any Transferring Employee arising in connection with this Agreement or any other Transaction Document, save in the case of fraud. 1.5 Each of the Warranties shall be separate and independent and (iiunless expressly provided otherwise) the Dutch Warranties will shall not be true and accurate on the Completion Date limited by reference to the facts and circumstances then existing. 18.2 Subject to Clause 18.5, the US Seller hereby warrants (garanderen) to the Purchaser that: (i) the US Warranties are true and accurate on the date of this Agreement and (ii) the US Warranties will be true and accurate on the Completion Date by reference to the facts and circumstances then existing. 18.3 No Sellers' Warranty shall be limited by the contents of another Sellers' Warranty. Each Sellers' Warranty shall be construed as separate and independent. The Purchaser is at all times free to decide which Sellers' any other Warranty or Sellers' Warranties to invoke by anything in case of a Breach which is covered by more than one Sellers' Warranty, or to invoke another provision of this Agreement. 18.4 The Purchaser acknowledges and agrees that: 18.4.1 1.6 Any Warranties expressed to be given “so far as the Sellers' Warranties Sellers are aware” or otherwise qualified by the only warranties, representations or other assurances of any kind given by or on behalf knowledge of the Sellers or any other member shall be deemed to be the actual knowledge of the Sellers' Group Xxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxx, and that they are in lieu of, cancel and supersede any other warranties, representations or other assurances of any kind (i) given at any occasion, whether in writing or verbally, express or implied, or (ii) provided by Law (including but not limited to the provisions of Book 7 part 1 DCC), if any; 18.4.2 the Sellers make no warranty or representation as to the accuracy of, without limitation, forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or its Representatives in the Disclosed Information; 18.4.3 other than the Sellers' Warranties, no statement (written or oral) made by or on behalf of the Sellers or any other member of the Sellers' Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this AgreementXxxxx Xxxxxxx. 18.5 The relevant Seller shall not be liable for a Breach to the extent that any member of the Purchaser's Group or its Representatives were or should have been aware of such Breach, because the facts and/or circumstances giving rise thereto were known to the Purchaser or any member of the Purchaser's Group or any of their Representatives on the basis of the Disclosed Information to the extent Fairly Disclosed. 18.6 The Sellers' Warranties are given by the Sellers with the knowledge that the Purchaser is relying thereon in connection with the Transaction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gambling.com Group LTD)

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