The Seller’s Warranties Sample Clauses

The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants to the Purchaser that: (i) the statements set out in Schedule 9 are true and accurate as of the date of this Agreement; and (ii) the Fundamental Warranties will be true and accurate at Closing as if they had been repeated at that Closing. 9.1.2 The only Seller’s Warranties given: (i) in respect of the Properties are those contained in paragraphs 4.1, 4.3, 6.1.1 (in respect of Leasehold Properties only), 6.3.1 (in respect of Leasehold Properties only) and 17.1.4 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given in respect of the Properties; (ii) in respect of workforce specific and employee benefit-related matters are those contained in paragraph 7 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; and (iii) in respect of Tax matters are those contained in paragraph 12 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Tax matters. 9.1.3 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of Xxxxxx Xxxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxx, Soren Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Baillieu, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxx XxXxxxxxxx, Sok Xxx Xxx and Xxxxx Xxxxx, having made reasonable enquiry of the persons listed in Schedule 12. 9.1.4 The Purchaser acknowledges and agrees that the Seller does not give or make any warranty or representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including in the documents provided in the Data Room.

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. 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. The Seller warrants that the following will apply as per signing of this agreement and Closing, provided, however, that the warranties in letters (l) to (n), inclusive, will only be given upon signing of this agreement: The Seller owns the Units and the Shares, these are transferred free of any encumbrances of any type, the Units or the Shares are not subject to any pre-emptive rights, the Legal Entities do not have any unconditional or conditional obligation to issue further shares, and no rights relating to the Units or the Shares (hereunder dividend rights, pre-emptive rights, etc.) have been separated from the Units or the Shares. The Legal Entities are lawfully incorporated and registered in the Register of Business Enterprises, and that all details (including the most recently adopted Articles of Association) required to be registered in the Register of Business Enterprises have been registered. The most recent annual financial statements of the Legal Entities have been adopted in compliance with the provisions of the Accounting Act, the Legal Entities have not provided any guarantee in respect of the liabilities of any third party, and the Legal Entities do not have any liabilities that should have been recognised in the balance sheets of the Legal Entities pursuant to the provisions of the Accounting Act, other than those recognised in the Revised Balance Sheet. The Legal Entities own the assets included in the Estimated and Revised Balance Sheets, and these assets are free of any encumbrances (other than such encumbrances as will be extinguished upon repayment of the Loans at Closing, as well as the encumbrances specified in Appendix 4). The Seller and the General Partner has submitted required, correct and complete information to the tax and VAT authorities, and there neither exists, nor will arise, any tax or VAT liabilities on the part of the Legal Entities or the Purchaser in relation to the period prior to Closing that are not fully covered by provisions made in the Revised Balance Sheet. The Adjustment Specification in Appendix 7 is complete and correct, and the General Partner is in possession of the documentation required under applicable Value Added Tax provisions for the acquisition/production or use of capital goods. The activities of the Legal Entities consist exclusively of the ownership and operation of real estate, [other than the ownership of shares of subsidiaries engaged in such activities], and the General Partner has no employe...

The Seller’s Warranties. 9.1.1 The Warrantor warrants to the Purchaser that the statements set out in Schedule 8 are true and accurate and not misleading as of the date of this Agreement. 9.1.2 The only Sellers’ Warranties given: (i) in respect of the Properties are those contained in paragraphs 2, 3.1 to 3.6 (inclusive), 7 and 8 of Schedule 8 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 2, 4.1, 4.2, 7 and 8 of Schedule 8 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Intellectual Property; and (iii) in respect of employment or pension matters are those contained in paragraphs 2, 6, 7 and 8 of Schedule 8 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters. 9.1.3 The Warrantor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Sellers’ Warranties. 9.1.4 Any Sellers’ Warranty qualified by the expression “so far as the Sellers are aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of any of Xxxxxxx Xxxxx (Global Chief Operating Officer, PwC BPO), Xxxxxx Xxxxxx (General Counsel, PwC BPO) or Xxxx Xxxxxxx (Chief Financial Officer, PwC BPO), and those expressions shall be deemed to include an additional statement that such individuals have made reasonable enquiry in relation to the subject matter of the Sellers’ Warranty, including, in relation to the Sellers’ Warranties in paragraph 6.5 of Schedule 8, reasonable enquiries of the PwC Pensions Group. 9.1.5 Save in the case of fraud, the Warrantor undertakes on behalf of itself and each member of the Sellers’ Group not to exercise against any of the employees of any of the Companies or any Relevant Employees any right of counterclaim or set-off or any other claim or right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any of them for the purpose of assisting the Warrantor to give any of the Sellers’ Warranties and/or to prepare the Disclosure Letter, provided always that no liability shall as a result be alleged against or accrue to the Purchaser or any member of the Purchaser’s Group. 9.1.6 Each of the Sellers’ Warranties will be construed separately and independently and save where expressly provided to the contrary will not be limited or restricte...

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. 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. 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. 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.