THE BUYER’S REMEDIES. 8.1 If, at any time before Completion, the Sellers are in material breach of any provision of this Agreement, the Buyer may by notice in writing to the Sellers elect to proceed to Completion or terminate this Agreement.
8.2 If the Buyer terminates this Agreement pursuant to clause 8.1:
8.2.1 the Sellers shall indemnify the Buyer, and keep the Buyer indemnified, on demand against all its costs relating to the negotiation, preparation, execution or termination of this Agreement and the satisfaction of any Condition and of any legal proceedings against the Sellers in respect of any failure by them to comply with this Agreement; and
8.2.2 save for clauses 1, 8.2.1, 9, 13-16, and 18-21 each party's further rights and obligations shall cease immediately on termination, but termination does not affect a party's accrued rights and obligations at the date of termination.
THE BUYER’S REMEDIES. 36 13 LIMITATIONS ON THE WARRANTORS' LIABILITY............................... 37
THE BUYER’S REMEDIES. 7.1 Subject to clause 7.2, the Sellers shall indemnify and keep indemnified the Buyer (for itself and as trustee for the benefit of each Group Company) from and against any and all losses, costs, damages, liabilities, obligations, impositions, assessments, fines, penalties, deficiencies and expenses arising from claims, demands, actions, causes of action, and proceedings (including any liability to Taxation) including, without limitation, reasonable legal and other professional costs and fees arising out of :
(a) Any breach of Clause 6.1;
(b) Any breach or default by the Sellers of any of the covenants or agreements given or made by any of them in this Agreement; and
(c) Any breach or default by the Sellers' Representatives of his obligations pursuant to Clause 3.
7.2 In relation to Clause 7.1, the following shall apply:
(a) in the case of a breach of Clause 6.1 arising from a breach of the Warranties in Part I of Schedule 4, the Excluded Sellers shall have no liability;
(b) in the case of a breach of Clause 6.1 arising from a breach of the Warranties in Part II of Schedule 4, the Sellers shall be severally liable;
(c) in the case of a breach of Clause 6.1 which is notified to the Warrantors in accordance with Schedule 8 after the third anniversary of Completion, the Sellers shall be severally liable;
(d) in the case of a breach or default of any of the covenants or agreements given or made by the Sellers in this Agreement (other than a breach of Clause 6.1), the Sellers shall be severally liable;
(e) in the case of a claim in respect of Clause 7.1(c), the Sellers (other than the Excluded Sellers) shall be jointly and severally liable.
7.3 Without prejudice to any other right or remedy of the Buyer under this Agreement or otherwise all sums payable by the Warrantors, under this Agreement shall bear interest at the Interest Rate from the date of claim until the date of payment (before as well as after judgment).
7.4 The Warrantors shall pay to the Buyer any amount required to be paid pursuant to Clause 7.1
THE BUYER’S REMEDIES. The rights and remedies of the Buyer in respect of a breach of any of the Warranties or in respect of any breach of this Agreement shall not be affected by Completion except by a specific and duly authorised written waiver or release by the Buyer.
THE BUYER’S REMEDIES. 14.1 Notwithstanding that the Buyer becomes aware at any time after Completion:
14.1.1 of a fact or circumstance which gives rise to or which would or might give rise to a Relevant Claim;
14.1.2 that there has been a breach of any other provision of this Agreement; or
14.1.3 that there may be a claim against the Sellers under any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment given by or on behalf of the Sellers in connection with this Agreement, the Buyer shall not be entitled to rescind this Agreement or treat this Agreement as terminated but shall only be entitled to claim damages in respect of such matter and, accordingly, the Buyer waives all and any rights of rescission it may have in respect of any such matter (howsoever arising or deemed to arise), other than any such rights in respect of fraud.
THE BUYER’S REMEDIES. 11.1 Notwithstanding that a Buyer becomes aware at any time (whether or not by reason of the Disclosure Letter or any of the documents annexed to the Disclosure Letter):
11.1.1 of a fact or circumstance which gives rise to or which would or might give rise to a Relevant Claim;
11.1.2 that there has been a breach of any other provision of this Agreement; or
11.1.3 that there may be a claim against a Seller under any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment given by or on behalf of such Seller in connection with this Agreement, neither of the Buyers shall be entitled to rescind this Agreement or treat this Agreement as terminated but the relevant Buyer shall be entitled to claim damages in respect of such matter and, accordingly, each Buyer waives all and any rights of rescission it may have in respect of any such matter (howsoever arising or deemed to arise), other than any such rights arising as a matter of law out of any fraud.
THE BUYER’S REMEDIES. 6.1 The Buyer acknowledges and agrees that it shall have no remedy in respect of any misrepresentation or untrue statement (other than fraudulent misrepresentation) made by or on behalf of any of the Sellers in Schedule 2 unless and to the extent that a claim lies for damages for breach of Warranty.
6.2 With effect from Completion, the Buyer hereby irrevocably and unconditionally waives any rights which it might otherwise have had to seek to rescind or terminate this agreement for, or arising out of, a claim for breach or non-fulfilment of any of the Warranties.
6.3 If there is a Warranty Claim, the Sellers shall pay in full and final satisfaction of such Warranty Claim on demand (at the Buyer’s option) to the Buyer an amount equal to either:
6.3.1 the reduction caused in the value of the Shares; or
6.3.2 if.
(a) the value of an asset of the Company is or becomes less than the value would have been had the breach not occurred; or
(b) the Company is subject to or incurs a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred,
THE BUYER’S REMEDIES. 8.1 Notwithstanding that the Buyer becomes aware at any time after execution of this Agreement, whether before or after Completion:
(a) of a fact or circumstance which gives rise to or which would or might give rise to a claim under the New Warranties;
(b) that there has been a breach of any New Warranty or any other provision of this Agreement; or
(c) that there may be a claim against the Seller under any representation, statement, assurance, covenant, undertaking, indemnity, guarantee or commitment given by or on behalf of the Seller in connection with this Agreement, the Buyer shall not, save as provided in clause 6, be entitled to rescind this Agreement or treat this Agreement as terminated and, accordingly, the Buyer waives all and any rights of rescission and/or termination they may have in respect of any such matter (howsoever arising or deemed to arise), other than those provided in clause 6 and any such rights in respect of fraud or wilful non-disclosure.
THE BUYER’S REMEDIES. 5.1 If, on or before the date set for Completion in Clause 4.1, the Buyer considers that the Seller is in breach of any provision of this Agreement, the Buyer may by notice to the Seller elect to proceed to Completion or terminate the Agreement.
5.2 If the Buyer terminates the Agreement under Clause 5.1:
5.2.1 the Seller shall indemnify the Buyer against all loss, damage or liability suffered by the Buyer as a result of the Seller's breach including but not limited to its costs relating to negotiation, preparation, execution or termination of this Agreement;
5.2.2 the Seller shall repay the amount paid by the Buyer to the Seller under Clause 3.1
(i) in accordance with the terms of Clause 4.6(ii); and
5.2.3 each party's further rights and obligations cease immediately on termination but termination does not affect the party's accrued rights and obligations at the date of termination.
5.3 The Seller shall indemnify the Buyer against:
5.3.1 each loss, liability and cost which the Buyer may incur in connection with the breach of Clause 6.1 by the Seller; and
5.3.2 each cost which the Buyer may incur whether before or after the start of an action in connection with:
(a) the settlement of the claim against the Seller in respect of a breach or an alleged breach of Clause 6.1 for the enforcement of the settlement; and
(b) legal proceedings against the Seller in respect of a breach or an alleged breach of Clause 6.1 in which judgement is given for the Buyer or the enforcement of the judgement.
THE BUYER’S REMEDIES. 9.1 Notwithstanding that the Buyer becomes aware at any time that there has been a breach of any provision of this Agreement, the Buyer shall not be entitled to rescind or terminate this Agreement or treat this Agreement as rescinded or terminated but shall be entitled only to claim damages in respect of such matter on the terms and conditions set out in this agreement and, accordingly, the Buyer waives all and any rights of rescission or termination it may have in respect of any such matter (howsoever arising or deemed to arise). This is however without prejudice to Xxxxx’s right set out in Clause 8.26.8.2 of this Agreement.
