Purchaser’s Warranties 7.1 The Purchaser hereby represents and warrants to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (i) The Purchaser is wholly owned and controlled ultimately by Xx Xx Xx-xxxxx and is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands. (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby. (iv) The entry into and performance of the Transaction Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser is bound; or (C) any Law applicable to the Purchaser; 7.2 Each of the Purchaser’s Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser’s Warranty or by anything in this Agreement. 7.3 The Purchaser acknowledges that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser’s Warranties.
Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:
Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.
Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.
Subscriber Representations and Warranties Subscriber represents and warrants to the Company that: (a) If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement. (b) If Subscriber is an entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The purchase of the Subscribed Shares hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Subscribed Shares.
Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.
Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.
Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:
