The Seller’s Warranties. 8.1.1 Subject to Clause 8.2, the Seller warrants to the Purchaser in the terms set out in Schedule 5 as at the date of this Agreement and warrants such terms as at the Closing Date as if such warranties had been repeated at Closing (and any reference made to the date of this Agreement (whether express or implied) within or in relation to any Seller’s Warranty shall be construed, in relation to any such repetition, as a reference to Closing), by reference to the facts, matters or circumstances then subsisting (other than any matters approved by the Purchaser pursuant to, or permitted by, Clause 5).
8.1.2 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties.
8.1.3 Each of the Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 5.
8.1.4 Any Seller’s Warranty qualified by the expression “to the best of the Seller’s knowledge” or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of Dror Niv, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx X’Xxxx and Xxxx Xxxxxx, in each case as at the date two Business Days before the relevant Seller’s Warranty is given pursuant to this Agreement (provided that, for the avoidance of doubt, if such person becomes aware of any matter between the date of this Agreement and Closing, he or she shall not be deemed to be aware of such matter at the date hereof), who shall be deemed to have knowledge of such matters as they would have discovered, had they made due and careful enquiries.
8.1.5 The Purchaser acknowledges and agrees that in entering into this Agreement it has relied only on the Seller’s Warranties and that it shall have no right or remedy in respect of any representation, warranty, promise or assurance (made by any person whether or not a party to this Agreement) which is not included in the Seller’s Warranties other than a fraudulent representation.
8.1.6 The Seller is under no obligation to disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Seller’s Warranties of which it may become aware after Closing.
8.1.7 The provisions of Clause 9 shall limit the liability of the Seller in relation to any Warranty Claim and Tax Warranty Claim and, where applicable, any Claim.
The Seller’s Warranties. 6.2.1 The Sellers represent and warrant to each of the Purchaser and the Issuer that the statements set out in Schedule 4 are true and accurate and not misleading as of the date of this Agreement and shall be deemed to be repeated as at the Closing Date only as if they were made and given afresh as of the Closing Date.
6.2.2 The Sellers acknowledge and agree that each of the Purchaser and the Issuer is entering into this Agreement in reliance upon each of the Warranties set out in Schedule 4, and therefore, the Parties shall treat the Warranties as conditions of this Agreement. The aforesaid Warranties are not affected or limited in any way by information gathered by the Purchaser, its advisers, consultants, agents and/or representatives.
6.2.3 The Sellers acknowledge that each of the Purchaser and the Issuer relies on the warranties, representations and undertakings by the Sellers that the sale of the Sale Shares and the Company is free from all Encumbrances, liabilities, claims and liens of whatever nature, which may materially affect the value of the Company and the Sale Shares.
6.2.4 The Warranties and all other provisions in this Clause 6 shall survive the Closing Date and shall remain in full force and effect notwithstanding the Closing Date and shall not be extinguished in any respect upon the Closing Date.
6.2.5 Each of the Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other provision or anything in this Agreement.
6.2.6 In the event that any of the Warranties has not been complied with or carried out or is otherwise untrue or misleading in any respect, Claims may be made by either of the Purchaser or the Issuer where the Purchaser or the Issuer knew or ought to be discovered or in fact discovered (whether by any investigation made by or on behalf of the Purchaser or the Issuer into the affairs of the Company or otherwise) prior to or after signing this Agreement.
The Seller’s Warranties. 9.1.1 The Relevant Sellers jointly and severally warrant to the Relevant Purchasers that the statements set out in Schedule 12 are true and accurate as of the date of the Offer Letter and, for this purpose, an express or implied reference in a Sellers’ Warranty to the “date of this Agreement” or a similar expression is to be construed as a reference to the date of the Offer Letter.
9.1.2 Save in respect of the Sellers’ Warranties contained in paragraphs 4.3, 4.4 and 16 of Schedule 12, which shall be given in respect of all matters the subject of the Sellers’ Warranties, the only Sellers’ Warranties given:
(i) in respect of the Properties are those contained in paragraphs 4.1, 4.2 and 9.3 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of the Properties;
(ii) in respect of Intellectual Property are those contained in paragraphs 5.1 and 5.2 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Intellectual Property;
(iii) in respect of the Business IT and data protection are those contained in paragraphs 5.3 and 5.4 of Schedule 12, respectively, and each of the other Sellers’ Warranties shall not be given in respect of Business IT and data protection;
(iv) in respect of employment or pension matters or Group Retirement Benefit Arrangements are those contained in paragraph 7 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters;
(v) in respect of anti-trust, fair trading, dumping, state and consumer protection or similar matters are those contained in paragraph 10 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters;
(vi) in respect of products or services manufactured, sold or supplied by any Group Company or Group Business are those contained in paragraphs 8 and 13 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters;
(vii) in respect of the Environment or Environmental Law are those contained in paragraph 9 of Schedule 12 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of the Environment or Environmental Law; and
(viii) in respect of Tax matters are the Tax Warranties and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters.
9.1.3 Each of the Sellers’ Warranties shall be separate and independe...
The Seller’s Warranties. 4.1 The Sellers jointly and severally warrant to the Buyer in the terms set out in Schedule 4 as at the date of this Agreement and in the terms set out in the Sellers’ Completion Certificate as at the Completion Date.
4.2 The Sellers’ liability for the Sellers’ Warranties shall be limited, restricted or excluded, as the case may be, as set out in this Agreement (including Schedule 5 and Schedule 9).
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants to the Purchaser that each statement set out in Schedule 5 (Warranties given by the Seller under Clause 9.1) is true, accurate and not misleading as at the date of this Agreement.
The Seller’s Warranties. 5.1.1 Subject to Clause 5.2, the Seller warrants and represents to the Purchaser that the statements set out in Schedule 3 are true and accurate and not misleading as of the date of this Agreement.
5.1.2 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller's Warranties.
5.1.3 Each of the Seller's Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 3 (or, as applicable, Schedule 7) or by anything in this Agreement.
5.1.4 Any Seller's Warranty qualified by the expression "to the best of the Seller's knowledge, information and belief" or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of the persons whose names and addresses are set out in Schedule 4 who shall be deemed to have knowledge of such matters as they would have discovered, had they made reasonable enquiries of the Managing Director, the Director of Finance and Investment, the Company Secretary and the Legal Manager of Southern Utilities (Holdings) Limited.
The Seller’s Warranties. The Seller warrants to the Purchaser that the Seller’s Warranties are true and accurate as at the date of this Agreement. Immediately before Completion, the Seller is deemed to warrant to the Purchaser that the Fundamental Warranties and the Warranties set out in Paragraphs 4.5 and 13 of Schedule 2 (Seller’s Warranties) are true and accurate by reference to the facts and circumstances existing as at Completion. For this purpose, any express or implied reference in any such Seller’s Warranty to the “date of this Agreement” shall be construed as a reference to the Completion Date.
The Seller’s Warranties. Each of the Sellers represents and warrants to the Purchaser that each and all of the Sellers’ Warranties set out in Schedule 5.1 are true, accurate, complete and not misleading as at the date of this Agreement.
The Seller’s Warranties. 8.1.1 Subject to Clause 8.2, the Seller warrants and represents to the Purchaser that the statements set out in Schedule 2 are true and accurate and not misleading as of the date of this Agreement.
8.1.2 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties.
8.1.3 Each of the Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 2 or by anything in this Agreement save as provided for in the Disclosure Schedule.
The Seller’s Warranties. The Relevant Sellers jointly and severally warrant to the Relevant Purchasers that the statements set out in Schedule 12 are true and accurate as of the date of the Offer Letter and, for this purpose, an express or implied reference in a Sellers’ Warranty to the “date of this Agreement” or a similar expression is to be construed as a reference to the date of the Offer Letter.
