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.
Appears in 2 contracts
Samples: Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co)
The Seller’s Warranties. 9.1.1 10.1.1 Subject to Clause 9.210.2, the Seller warrants (on behalf of the relevant Business Sellers or Share Sellers as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which Shares or other assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 18 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 10.1.2 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 18 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 10.1.3 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.
10.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of the following persons: [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***], such persons having made due and reasonable enquiry.
10.1.5 The Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the documents provided Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 11, the Seller shall have no liability for any breach of any Seller’s Warranty where such Seller’s Warranty was true as at the date of this Agreement unless the fact, event or circumstances giving rise to the breach constitutes a Material Adverse Effect. The Seller shall have no liability under this Clause 10.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iv).
10.1.6 Save insofar as they are specifically referred to in paragraphs 4.4 and 4.5 of Schedule 18, none of the Data RoomSeller’s Warranties shall apply to any of the Beta Interferon Patent Rights.
Appears in 2 contracts
Samples: Share and Business Sale Agreement (Glaxosmithkline PLC), Share and Business Sale Agreement (Novartis Ag)
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 the relevant 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.
9.1.5 Any references to assets, Employees and/or Properties in the Seller’s Warranties shall be interpreted to mean any assets, employees and/or properties of the Business of a Group Company, whether transferred to a Group Company as at the date on which the warranty is given or at another date prior to the relevant Closing.
Appears in 2 contracts
Samples: Second Share Purchase Agreement (Brinks Co), Second Share Purchase Agreement (Brinks Co)
The Seller’s Warranties. 9.1.1 8.1.1 Subject to Clause 9.28.2, the Seller warrants to the Purchaser that:
(i) in the statements terms set out in Schedule 9 are true and accurate 5 as of at the date of this Agreement; and
(ii) Agreement and warrants such terms as at the Fundamental Warranties will be true and accurate at Closing Date as if they such warranties had been repeated at that 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).
9.1.2 8.1.2 The only Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties given:Warranties.
(i) in respect 8.1.3 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other 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 matters5.
9.1.3 8.1.4 Any Seller’s Warranty qualified by the expression “so far as to the Seller is awarebest of the Seller’s knowledge” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of Dror Niv, Xxxxxx XxxxxxxXxxxx, Xxx Xxxx Xxxxxx, Xxxxxx XxxxxxXxxx, Soren Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx BaillieuXxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxx Xxxx, X’Xxxx and Xxxx Xxxxxx, Xxxxx Xxxxxxxin each case as at the date two Business Days before the relevant Seller’s Warranty is given pursuant to this Agreement (provided that, Xxxx XxXxxxxxxxfor the avoidance of doubt, Sok Xxx Xxx if such person becomes aware of any matter between the date of this Agreement and Xxxxx XxxxxClosing, having 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 reasonable enquiry of the persons listed in Schedule 12due and careful enquiries.
9.1.4 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 does not give or make any warranty or representation as is under no obligation to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of its directorsthe 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, officerswhere applicable, employees, agents or advisers on or prior to the date of this Agreement, including in the documents provided in the Data Roomany Claim.
Appears in 2 contracts
Samples: Asset Purchase Agreement (FXCM Inc.), Asset Purchase Agreement (FXCM Inc.)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants (on behalf of the relevant Business Sellers or the Share Seller as applicable) to the Purchaser that:
and each member of the Purchaser’s Group to which Assets, the Owned Product Intellectual Property Rights or the Share are transferred pursuant to this Agreement (iwhether directly or indirectly) that the statements set out in Schedule 9 14 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given 14 or by anything 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 mattersthis Agreement.
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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of the following persons: [***], such persons having made due and reasonable enquiry.
9.1.5 The Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the documents provided Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 10, the Seller shall have no liability for any breach of any Seller’s Warranty where the Seller’s Warranty was true as at the date of this Agreement unless the fact, event or circumstances giving rise to the breach constitutes a Material Adverse Effect. The Seller shall have no liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in the Data Roomaccordance with Clause 4.4.1(iii).
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Novartis Ag), Sale and Purchase Agreement (Novartis Ag)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the The Seller hereby represents and warrants to the Purchaser ZESCO that:
(i) 14.1.1 it is a validly existing legal entity under the statements set Laws of Zambia;
14.1.2 it is a limited company incorporated under the Laws of Zambia which has been in continuous existence since incorporation;
14.1.3 it has the full legal capacity and authority to enter into and carry out in Schedule 9 are true its obligations under this Agreement and accurate as this Agreement constitutes a valid, legally binding and enforceable obligation of the date Seller;
14.1.4 to the best of the Seller’s knowledge and belief, all Consents necessary to allow the Seller to enter into this Agreement and to carry out the transactions contemplated herein, including approval by the board of directors of the Seller, shall be given or received after Signature Date and it shall use its best efforts to keep them remaining in full force and effect for the duration of this Agreement; and;
(ii) 14.1.5 to the Fundamental Warranties will be true and accurate at Closing as if they had been repeated at that Closing.
9.1.2 The only best of the Seller’s Warranties given:
(i) knowledge and belief there are no applicable Laws in respect force on the Signature Date or any provisions of any organizational document of the Properties are those contained in paragraphs 4.1, 4.3, 6.1.1 (in respect Seller or 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 any agreement by the expression “so far as which the Seller is aware” bound, which restrict or prohibit the ability of the Seller to enter into and perform the terms of this Agreement;
14.1.6 this Agreement does not conflict with any provisions of any Law, any regulations of Zambia or any similar expression shallprovision of the articles or memorandum of association of the Seller in effect as at the Signature Date;
14.1.7 at the Signature Date no litigation, unless otherwise stated, be deemed to refer arbitration or administrative proceedings before any court or arbitrator or authority are presently pending or 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 best of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that Seller’s knowledge are being threatened against 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 directorsassets, officerswhich might materially or adversely affect the Seller’s ability to perform its obligations under this Agreement or result in the dissolution of the Seller;
14.1.8 execution of this Agreement will not violate, employeesbe in conflict with, agents result in a breach of or advisers on constitute (with due notice or prior lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to which the Seller is a party or by which the Seller or its property is bound;
14.1.9 it has fully investigated the Project Site and has satisfied itself as to the date Project Site’s adequacy and fitness for the purposes of the Power Project and this Agreement, including in the documents provided in the Data Room.
Appears in 1 contract
Samples: Power Purchase Agreement
The Seller’s Warranties. 9.1.1 20.1 Subject to Clause 9.2sub-clauses 25.1 and 25.7 (The Purchasers’ remedies and the Sellers’ limitations on liability), each Seller warrants severally to the relevant Purchaser in respect of the Asset Sellers Business Assets or Company or Companies which it has agreed to sell to such Purchaser and the Assumed Obligations which it has agreed to transfer or novate and which the relevant Purchaser is to assume and perform on the relevant Seller’s behalf pursuant to clause 12.1, that each of the Warranties is accurate as at the date of this Agreement and, for the avoidance of doubt, the French Asset Seller warrants shall only warrant that each of the Warranties was accurate as at the date of this Agreement if it decides to adhere to this Agreement in the Purchaser that:manner contemplated by sub-clause 4.3(C)(ii) (Conditions).
(i) the statements 20.2 The Warranties set out in Schedule 9 are true 3 (Warranties) will be deemed to be repeated five Business Days prior to Completion on the basis set out in sub-clauses 25.2 to 25.7 (The Purchasers’ remedies and accurate as the Sellers’ limitations on liability) by reference to the facts and circumstances then existing, save that any Warranty which is given by reference to the facts and circumstances at a particular date shall not be deemed to be repeated by reference to the facts and circumstances at any other date.
20.3 Any action which the Sellers take with the written consent, or at the request, of the Purchasers’ Representative, in each case, between the date hereof and the Completion Date shall not constitute a breach of any Warranty deemed to be repeated five Business Days prior to Completion. Any action which the Sellers take as specifically required or permitted by this Agreement; and
(ii) the Fundamental Warranties will , including Schedule 16, shall not constitute a breach of any Warranty deemed to be true and accurate at Closing as if they had been repeated at that Closingfive Business Days prior to Completion.
9.1.2 20.4 The only Seller’s Warranties given:
(i) in respect Purchasers acknowledge that they do not rely on and have not been induced to enter into this Agreement or the French Transfer Agreements on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties, and acknowledge that none of the Properties Sellers, no member of the Retained Group, none of the Companies nor any of their respective agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements that are those contained not included in paragraphs 4.1, 4.3, 6.1.1 (in respect this Agreement.
20.5 Each of Leasehold Properties only), 6.3.1 (in respect of Leasehold Properties only) and 17.1.4 of Schedule 9 the Warranties and each of the other Seller’s Warranties deemed to be repeated five Business Days prior to Completion shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted or widened or extended by reference to or inference from the terms of any other Warranty or (as the case may be) any Warranty deemed not to be given repeated five Business Days prior to Completion.
20.6 The Sellers irrevocably waive all rights and claims which they may have against any Company or any of the Assumed Employees in respect of the Properties;
(ii) any misrepresentation, inaccuracy or omission in respect of workforce specific and employee benefit-related matters are those contained in paragraph 7 of Schedule 9 and each or from any information or advice given by any of the other Seller’s Companies or Assumed Employees to the Sellers to enable them to give any of the Warranties shall be deemed not or to prepare the Disclosure Letter or to assume any of the obligations assumed or 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 assumed pursuant to any of the other Seller’s Warranties shall be deemed not to be given in respect of Tax mattersPurchase Documents.
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.
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the each Seller warrants (on behalf of the relevant Business Sellers or Share Sellers, as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which shares or assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 13 (save for paragraph 2.4.2 in the case of GlaxoSmithKline and 2.4.1 in the case of Novartis) 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 13 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 Neither of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that the Seller does not give Sellers gives or make makes 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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of:
(i) in the documents provided case of GlaxoSmithKline, the following persons: [***] and
(ii) in the Data Roomcase of Novartis, the following persons: [***], in each case having made due and reasonable enquiry.
9.1.5 Each of the Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 4.4, no Seller shall have any liability for any breach of any Seller’s Warranty given by it where such Seller’s Warranty was true as at the date of this Agreement unless (i) the fact, event or circumstances giving rise to the breach (i) constitutes a Material Adverse Effect and (ii) was not the result of an act or omission expressly permitted by the terms of this Agreement or any other Ancillary Agreement. No Seller shall have any liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iii).
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants 8.1 The Sellers warrant to the Purchaser that:
(i) Purchasers that each of the statements set out in Schedule 9 are 5 (The Sellers’ Warranties) is true and accurate as of at the date of this Agreement.
8.2 Each of the Sellers’ Warranties shall be construed as a separate warranty, and shall not be limited by the terms of any of the other Sellers’ Warranties or, save as otherwise expressly provided, by any other term of this Agreement.
8.3 Any Sellers’ Warranty that is qualified by the knowledge, belief or awareness of any Seller shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of Ulf Hoof or Fxxxxxxx Xxxxxxxxx having made specific enquiry of Mxxxxx Xxxxx, Rxxxxxx Xxxxxx, Dxxxxx XxXxxxxx, Foeke Kolff, Kxxxxx Xxxxx, Mxxxxxxx Xxxxxxxxxx, Rxxxxx Xxxxxx, Jxxx Xxxxxxxx, Mxxxxxx Xxxx, Jens Jangbaeck and Lxxx Xxxxxx and:
(a) Bxxxx van Reijn in relation to the Sellers’ Warranties at paragraph 20 of Schedule 5 (The Sellers’ Warranties);
(b) Mxxxxxx North in relation to the Sellers’ Warranties at paragraph 16 of Schedule 5 (The Sellers’ Warranties); and
(iic) Cxxxxxx Xxxxx in relation to the Fundamental Sellers’ Warranties will be true and accurate at Closing as if they had been repeated at that Closingparagraph 17 of Schedule 5 (The Sellers’ Warranties), but having made no other enquiry or independent review.
9.1.2 The only Seller’s Warranties given:
(i) in respect 8.4 Any information supplied by or on behalf of any Acquired Company to or on behalf of the Properties are those contained Sellers in paragraphs 4.1connection with the Sellers’ Warranties, 4.3, 6.1.1 (the Sellers’ Disclosure Letter or otherwise 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 relation to the actual knowledge business and affairs of Xxxxxx Xxxxxxxany Acquired Company shall not constitute a representation, 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 guarantee as to the accuracy thereof by any Acquired Company and each of ABB and the forecasts, estimates, projections, statements of intent or statements of opinion provided Sellers undertake to the Purchaser Purchasers and each Acquired Company that they will not bring any claim which it might otherwise have against any Acquired Company or any of its their respective directors, officers, employees, agents or advisers on in respect thereof, provided that this Clause 8.4 shall not prohibit the Sellers from bringing a claim against any such director, officer, employee, agent or prior adviser: (i) in the event of fraud or gross negligence by any such director, officer, employee, agent or adviser; or (ii) upon any such director, officer or employee ceasing to be a director, officer or employee of an Acquired Company (and provided further, in the case of (ii) above, that any such director, officer or employee would not have recourse against an Acquired Company as a result of any such claim by the Sellers).
8.5 The Purchasers acknowledge and agree that the only Sellers’ Warranties given in respect of the matters referred to below are as expressly stated below:
(a) in respect of intellectual property and information technology issues, the Sellers’ Warranties set out in paragraphs 8 and 11 of Schedule 5 (The Sellers’ Warranties) (in the case of paragraph 11, so far as they relate to any Contract referred to in sub-paragraphs (b) and (d) in the definition of “Material Contracts”) and paragraphs 12 and 13 of Schedule 5 (The Sellers’ Warranties);
(b) in respect of real property issues (other than as regards environmental issues), the Sellers’ Warranties set out in paragraphs 8 and 14 of Schedule 5 (The Sellers’ Warranties);
(c) in respect of employment issues (other than as regards pensions and other employee benefits issues), the Sellers’ Warranties set out in paragraph 15 of Schedule 5 (The Sellers’ Warranties);
(d) in respect of pensions and other employee benefits issues, the Sellers’ Warranties set out in paragraph 16 of Schedule 5 (The Sellers’ Warranties);
(e) in respect of Tax issues, the Sellers’ Warranties set out in paragraph 20 of Schedule 5 (The Sellers’ Warranties); and
(f) in respect of the Joint Ventures, the Sellers’ Warranties set out in paragraph 21 of Schedule 5 (The Sellers’ Warranties). Notwithstanding the provisions of paragraphs (a) to (f) above, no limitation in this Clause 8.5 shall limit the Sellers’ Warranties set out in paragraphs 4, 6, 10 and 18 of Schedule 5 (The Sellers’ Warranties).
8.6 Notwithstanding anything to the date of contrary in this Agreement, no Sellers’ Warranty is given, nor shall any Sellers’ Warranty be deemed given, in respect of:
(a) any cost estimates, projections or other predictions including any replacement cost estimates for services that are currently provided by any member of the ABB Group to any Acquired Company that will cease to be provided as from Completion and any forecasts as to the results of operation or other financial, operational or other forecasts of any kind (it being understood that, with respect to any provision reflected in the documents Balance Sheet, estimates, projections and predictions made at the time form part of the basis on which such provision was established and, although the adequacy of any such provision is not, and shall not be deemed to have been, warranted by the Sellers, the foregoing shall not be taken to limit in any way the Sellers’ Warranties set out in paragraphs 4 or 5 of Schedule 5 (The Sellers’ Warranties)); or
(b) except as expressly provided in paragraphs 4 or 5 of Schedule 5 (The Sellers’ Warranties), any other financial information or data contained in any Due Diligence Materials or otherwise provided or made available by or on behalf of the Data RoomSellers in connection with the Transactions.
8.7 Without restricting the rights of the Purchasers or the ability of the Purchasers to claim damages on any basis available to them, if the Sellers are liable for a Locked Box Claim:
(a) where the claim relates to a US Acquired Company, the US Seller shall pay to the US Purchaser on demand an amount equal to one dollar ($1) for each one dollar ($1) of the relevant: (i) dividend or distribution; (ii) payment; or (iii) interest or fee giving rise to the Locked Box Claim; and
(b) where the claim relates to a NL Acquired Company, the NL Seller shall pay to the NL Purchaser on demand an amount equal to one euro (€1) for each one euro (€1) of the relevant: (i) dividend or distribution; (ii) payment; or (iii) interest or fee giving rise to the Locked Box Claim, provided that, where the claim relates to an Acquired Company which is not a wholly-owned subsidiary of another Acquired Company, the Sellers shall only be liable for such percentage of the Locked Box Claim which is equal to the percentage shareholding (whether direct or indirect) of the US Seller or the NL Seller, as the case may be, in the relevant Acquired Company.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Chicago Bridge & Iron Co N V)
The Seller’s Warranties. 9.1.1 8.1.1 Subject to the provisions of this Clause 9.28 and Clause 10, (a) the Seller warrants Non Investor Indemnifying Parties, severally and not jointly, represent and warrant to the Purchaser that:
(i) that each of the statements set out in Schedule 9 are true 4 (the Sellers’ Warranties), is true, accurate and accurate not misleading on the Signing Date and on the Completion Date, as though made on the Completion Date (other than those statements made as of the date a particular date, which shall be true, accurate and not misleading as of this Agreement; and
(ii) such date), provided that the Fundamental Warranties will in A.1.4, A.1.6, A.1.8, A.1.12, A.4.2, A.4.4 and A.4.10 (the Personal Fundamental Warranties) that relate solely to any Non Investor Indemnifying Party or the Securities held by itself are given by each such Non Investor Indemnifying Party on a several basis, only in relation to such Non Investor Indemnifying Party and the Securities held by itself and (b) the Investor Indemnifying Parties, severally and not jointly, represent and warrant to the Purchaser only that solely with respect to such Investor Indemnifying Party and the Securities held by it, each of such Investor Indemnifying Party’s Personal Fundamental Warranties are true, accurate and not misleading on the Signing Date and on the Completion Date, as though made on the Completion Date (other than those statements made as of a particular date, which shall be true true, accurate and accurate at Closing not misleading as if they had been repeated at of such date), provided such Personal Fundamental Warranties that Closingrelate solely to any Investor Indemnifying Party or the Securities held by itself are given by each such Investor Indemnifying Party on a several basis, only in relation to such Investor Indemnifying Party and the Securities held by itself. For the avoidance of doubt, the Personal Fundamental Warranties shall constitute Fundamental Warranties.
9.1.2 The only Seller’s Warranties given:
(i) in respect 8.1.2 None 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 Sellers’ Warranties shall be deemed not to be given in respect qualified by any actual, imputed or constructive knowledge on the part of the Properties;
(ii) Purchaser, its agents or advisers and no such knowledge shall prejudice or be used as a defence to any Warranty Claim or otherwise operate to reduce the Losses, except as Disclosed in respect the Disclosed Information. The applicability of workforce specific sections 7:17 and employee benefit-related matters are those contained in paragraph 7 of Schedule 9 7:20 up to 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 including 7:23 DCC and each of the other Seller’s Warranties shall be deemed not to be given in respect of Tax matterssection 6:89 DCC is hereby excluded.
9.1.3 8.1.3 Any SellerNon Investor Indemnifying Party’s Sellers’ Warranty (excluding any Personal Fundamental Warranties) qualified by the expression “so far as the Seller is Non Investor Indemnifying Parties are aware” or “to the knowledge of the Non Investor Indemnifying Parties” or any similar expression shall, unless otherwise stated, shall be deemed to refer comprise such knowledge that any Non Investor Indemnifying Party actually (feitelijk) has, or is deemed to have on the actual basis of due and careful consideration and diligent enquiry of all Service Providers having 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 12relevant matters.
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.
Appears in 1 contract
The Seller’s Warranties. 9.1.1 8.1.1 Subject to Clause 9.28.2, the Seller warrants to the Purchaser that:
(i) that the statements set out in Schedule 9 5 are true and accurate as of the date of this Agreement; and
(ii) , and in respect of the Fundamental Warranties Warranties, will be true and accurate at Closing as if they had been repeated at that Closing.
9.1.2 8.1.2 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) 4.1 and 17.1.4 4.2 of Schedule 9 5 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 Intellectual Property Rights are those contained in paragraph 7 5.1 of Schedule 9 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights;
(iii) in respect of employee and employee benefit matters (including pensions) are those contained in paragraph 8 of Schedule 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;
(iv) in respect of the Environment are those contained in paragraph 10 of Schedule 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of the Environment;
(v) in respect of products or services manufactured, sold or supplied by any Group Company are those contained in paragraph 13 of Schedule 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; and
(iiivi) in respect of Tax matters are those contained in paragraph 12 14 of Schedule 9 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Tax such matters.
9.1.3 8.1.3 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 XxxxxxXxxxxxxxx, Xxxxxx Xxxxxx, Soren XxxxxxxxxXxxx, Xxxxx XxxxxxXxxx, Xxxxxxx BaillieuPlouvin, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxx XxXxxxxxxx, Sok Xxxxxx Xxxxxx and Xxx Xxx Xxxxxx (together the “Senior Management” and Xxxxx Xxxxxeach a “Senior Manager”), having made reasonable enquiry due and careful enquiries of the persons listed in Schedule 12other Senior Managers.
9.1.4 The 8.1.4 Except as expressly provided for under this Agreement or the Tax Deed, 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 management presentations contained in folders 1.1 and 1.5 of the Data Room.
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the each Seller warrants (on behalf of the relevant Business Sellers or Share Sellers, as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which shares or assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 13 (save for paragraph 2.4.2 in the case of GlaxoSmithKline and 2.4.1 in the case of Novartis) 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 13 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 Neither of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that the Seller does not give Sellers gives or make makes 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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of:
(i) in the documents provided case of GlaxoSmithKline, the following persons: [***]; and
(ii) in the Data Roomcase of Novartis, the following persons: [***], in each case having made due and reasonable enquiry.
9.1.5 Each of the Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 4.4, no Seller shall have any liability for any breach of any Seller’s Warranty given by it where such Seller’s Warranty was true as at the date of this Agreement unless (i) the fact, event or circumstances giving rise to the breach (i) constitutes a Material Adverse Effect and (ii) was not the result of an act or omission expressly permitted by the terms of this Agreement or any other Ancillary Agreement. No Seller shall have any liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iii).
Appears in 1 contract
Samples: Contribution Agreement (Novartis Ag)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the each Seller warrants (on behalf of the relevant Business Sellers or Share Sellers, as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which shares or assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 13 (save for paragraph 2.4.2 in the *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. case of GlaxoSmithKline and 2.4.1 in the case of Novartis) 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 13 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 Neither of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that the Seller does not give Sellers gives or make makes 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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of:
(i) in the documents provided case of GlaxoSmithKline, the following persons: [***] and
(ii) in the Data Roomcase of Novartis, the following persons: [***], in each case having made due and reasonable enquiry.
9.1.5 Each of the Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 4.4, no Seller shall have any liability for any breach of any Seller’s Warranty given by it where such Seller’s Warranty was true as at the date of this Agreement unless (i) the fact, event or circumstances giving rise to the breach (i) constitutes a Material Adverse Effect and (ii) was not the result of an act or omission expressly permitted by the terms of this Agreement or any other Ancillary Agreement. No Seller shall have any liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iii).
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants 8.1 The Sellers warrant to the Purchaser that:
(i) Purchasers that each of the statements set out in Schedule 9 are 5 (The Sellers’ Warranties) is true and accurate as of at the date of this Agreement.
8.2 Each of the Sellers’ Warranties shall be construed as a separate warranty, and shall not be limited by the terms of any of the other Sellers’ Warranties or, save as otherwise expressly provided, by any other term of this Agreement.
8.3 Any Sellers’ Warranty that is qualified by the knowledge, belief or awareness of any Seller shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of Ulf Hoof or Xxxxxxxx Xxxxxxxxx having made specific enquiry of Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx XxXxxxxx, Foeke Kolff, Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxx, Jens Jangbaeck and Xxxx Xxxxxx and:
(a) Xxxxx van Reijn in relation to the Sellers’ Warranties at paragraph 20 of Schedule 5 (The Sellers’ Warranties);
(b) Xxxxxxx North in relation to the Sellers’ Warranties at paragraph 16 of Schedule 5 (The Sellers’ Warranties); and
(iic) Xxxxxxx Xxxxx in relation to the Fundamental Sellers’ Warranties will be true and accurate at Closing as if they had been repeated at that Closingparagraph 17 of Schedule 5 (The Sellers’ Warranties), but having made no other enquiry or independent review.
9.1.2 The only Seller’s Warranties given:
(i) in respect 8.4 Any information supplied by or on behalf of any Acquired Company to or on behalf of the Properties are those contained Sellers in paragraphs 4.1connection with the Sellers’ Warranties, 4.3, 6.1.1 (the Sellers’ Disclosure Letter or otherwise 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 relation to the actual knowledge business and affairs of Xxxxxx Xxxxxxxany Acquired Company shall not constitute a representation, 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 guarantee as to the accuracy thereof by any Acquired Company and each of ABB and the forecasts, estimates, projections, statements of intent or statements of opinion provided Sellers undertake to the Purchaser Purchasers and each Acquired Company that they will not bring any claim which it might otherwise have against any Acquired Company or any of its their respective directors, officers, employees, agents or advisers on in respect thereof, provided that this Clause 8.4 shall not prohibit the Sellers from bringing a claim against any such director, officer, employee, agent or prior adviser: (i) in the event of fraud or gross negligence by any such director, officer, employee, agent or adviser; or (ii) upon any such director, officer or employee ceasing to be a director, officer or employee of an Acquired Company (and provided further, in the case of (ii) above, that any such director, officer or employee would not have recourse against an Acquired Company as a result of any such claim by the Sellers).
8.5 The Purchasers acknowledge and agree that the only Sellers’ Warranties given in respect of the matters referred to below are as expressly stated below:
(a) in respect of intellectual property and information technology issues, the Sellers’ Warranties set out in paragraphs 8 and 11 of Schedule 5 (The Sellers’ Warranties) (in the case of paragraph 11, so far as they relate to any Contract referred to in sub-paragraphs (b) and (d) in the definition of “Material Contracts”) and paragraphs 12 and 13 of Schedule 5 (The Sellers’ Warranties);
(b) in respect of real property issues (other than as regards environmental issues), the Sellers’ Warranties set out in paragraphs 8 and 14 of Schedule 5 (The Sellers’ Warranties);
(c) in respect of employment issues (other than as regards pensions and other employee benefits issues), the Sellers’ Warranties set out in paragraph 15 of Schedule 5 (The Sellers’ Warranties);
(d) in respect of pensions and other employee benefits issues, the Sellers’ Warranties set out in paragraph 16 of Schedule 5 (The Sellers’ Warranties);
(e) in respect of Tax issues, the Sellers’ Warranties set out in paragraph 20 of Schedule 5 (The Sellers’ Warranties); and
(f) in respect of the Joint Ventures, the Sellers’ Warranties set out in paragraph 21 of Schedule 5 (The Sellers’ Warranties). Notwithstanding the provisions of paragraphs (a) to (f) above, no limitation in this Clause 8.5 shall limit the Sellers’ Warranties set out in paragraphs 4, 6, 10 and 18 of Schedule 5 (The Sellers’ Warranties).
8.6 Notwithstanding anything to the date of contrary in this Agreement, no Sellers’ Warranty is given, nor shall any Sellers’ Warranty be deemed given, in respect of:
(a) any cost estimates, projections or other predictions including any replacement cost estimates for services that are currently provided by any member of the ABB Group to any Acquired Company that will cease to be provided as from Completion and any forecasts as to the results of operation or other financial, operational or other forecasts of any kind (it being understood that, with respect to any provision reflected in the documents Balance Sheet, estimates, projections and predictions made at the time form part of the basis on which such provision was established and, although the adequacy of any such provision is not, and shall not be deemed to have been, warranted by the Sellers, the foregoing shall not be taken to limit in any way the Sellers’ Warranties set out in paragraphs 4 or 5 of Schedule 5 (The Sellers’ Warranties)); or
(b) except as expressly provided in paragraphs 4 or 5 of Schedule 5 (The Sellers’ Warranties), any other financial information or data contained in any Due Diligence Materials or otherwise provided or made available by or on behalf of the Data RoomSellers in connection with the Transactions.
8.7 Without restricting the rights of the Purchasers or the ability of the Purchasers to claim damages on any basis available to them, if the Sellers are liable for a Locked Box Claim:
(a) where the claim relates to a US Acquired Company, the US Seller shall pay to the US Purchaser on demand an amount equal to one dollar ($1) for each one dollar ($1) of the relevant: (i) dividend or distribution; (ii) payment; or (iii) interest or fee giving rise to the Locked Box Claim; and
(b) where the claim relates to a NL Acquired Company, the NL Seller shall pay to the NL Purchaser on demand an amount equal to one euro (€1) for each one euro (€1) of the relevant: (i) dividend or distribution; (ii) payment; or (iii) interest or fee giving rise to the Locked Box Claim, provided that, where the claim relates to an Acquired Company which is not a wholly-owned subsidiary of another Acquired Company, the Sellers shall only be liable for such percentage of the Locked Box Claim which is equal to the percentage shareholding (whether direct or indirect) of the US Seller or the NL Seller, as the case may be, in the relevant Acquired Company.
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants 11.1.1 The Sellers warrant to the Purchaser that:
(i) that the statements set out in Schedule 9 13 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 11.1.2 Each Seller gives the Sellers’ Warranties only to the extent that the Sellers’ Warranties or a breach of the Sellers’ Warranties relate to or affect the Shares (including the relevant Group Companies or their underlying businesses) it agrees to sell under this Agreement.
11.1.3 The only Seller’s Sellers’ Warranties given:
(i) in respect of the Properties are those contained in paragraphs 4.1, 4.36.4, 6.1.1 (in respect of Leasehold Properties only)8, 6.3.1 (in respect of Leasehold Properties only) 9, 10.6, 11 and 17.1.4 13 of Schedule 9 13 and each of the other Seller’s Sellers’ Warranties shall be deemed not to be given in respect of the Properties;
(ii) in respect of workforce specific Intellectual Property are those contained in paragraphs 5.1 and employee benefit-related 11 of Schedule 13 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Intellectual Property;
(iii) in respect of Information Technology and data protection are those contained in paragraphs 5.2, 5.3, 6.4 and 11 of Schedule 13 respectively and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Information Technology or data protection;
(iv) in respect of employment or pension matters are those contained in paragraph 7 of Schedule 9 13 and each of the other Seller’s Sellers’ Warranties shall be deemed not to be given in respect of such matters; and;
(iiiv) in respect of Tax matters the Environment or Environmental Law are those contained in paragraph 12 paragraphs 6.4 and 10 of Schedule 9 13 and each of the other Seller’s Sellers’ Warranties shall be deemed not to be given in respect of the Environment or Environmental Law; and
(vi) in respect of Tax mattersare those contained in paragraph 13 of Schedule 13 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Tax.
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 11.1.4 The Purchaser acknowledges and agrees that none of the Seller does not give Sellers gives or make makes any representations and, except as expressly provided under the Sellers’ Warranties, none of the Sellers gives or makes 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 member of the Purchaser’s Group or any of its directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including during meetings, site visits, negotiations and in the Information Memorandum, any Management Presentation and the documents provided in the Data Room.
11.1.5 Any Sellers’ Warranty qualified by the expression “as far as the Sellers are aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of the persons whose names are set out in Part 1 of Schedule 14 and such persons shall have no obligation to make any further enquiries into the accuracy of the Sellers’ Warranties.
Appears in 1 contract
Samples: Share Purchase Agreement (Sterlite Industries (India) LTD)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.29.2 and to the extent provided in Clause 1.16, the each Relevant Seller warrants to the Purchaser that:
(i) that each of the statements Sellers’ Warranties set out in Schedule 9 are 5 is 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 Each 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 Sellers’ Warranties shall be deemed not is to be given in respect construed separately and (except where this Agreement provides otherwise) is not limited by a provision 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 mattersthis Agreement or another Sellers’ Warranty.
9.1.3 Any Seller’s Sellers’ Warranty qualified by the expression “so far as the Seller is Sellers are aware” or any similar expression shall, unless otherwise stated, stated be deemed to refer only to the actual knowledge of Xxxxxx Xxxxxxxthe persons whose names are set out in Schedule 7 (with no imputation of the knowledge of any other person), 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, each having made reasonable enquiries if they have reasonable cause to believe that specific circumstances exist which would or would be reasonably likely to cause a warranty to be breached or untrue if an appropriate disclosure is not made, as at the date of this Agreement, it being recognised that the level of enquiry which has been made has been constrained by the confidentiality of the persons listed in Schedule 12transaction contemplated by this Agreement.
9.1.4 The Purchaser acknowledges and agrees that the Seller does Sellers do 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, employees agents or advisers on or prior to the date of this Agreement.
9.1.5 Each Relevant Seller hereby confirms that each of the persons whose names appear in Schedule 7 will, including within three Business Days after the date of this Agreement, be provided with a copy of this Agreement and will be instructed, in the documents provided period between the date of this Agreement and the Closing Date, to fulfil his or her respective function with a view to seeking to ensure that there would be no breach of the Sellers’ Warranties for which the Sellers would be liable hereunder if such Sellers’ Warranties were repeated on the Closing Date. No party to this Agreement shall have any liability to any other party if such persons do not act in such manner and as a result the Data RoomSellers’ Warranties would be untrue or not accurate if they were repeated on the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (PPL Corp)
The Seller’s Warranties. 9.1.1 10.1.1 Subject to Clause 9.210.2, the Seller warrants to the Purchaser that:
(i) that the statements set out in Schedule 9 5 are true and accurate as of the date of this Agreement; and.
(ii) 10.1.2 The Seller further warrants to the Fundamental Purchaser that the Title or Capacity Warranties will be true and accurate at Closing as if they had been repeated at that Closing.
9.1.2 10.1.3 The only Seller’s Warranties given:
(i) in respect of the Properties Intellectual Property Rights 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 5.1 to 5.4 of Schedule 9 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of the PropertiesIntellectual Property Rights;
(ii) in respect of workforce specific and employee benefit-related employment or pension matters are those contained in paragraph 7 of Schedule 9 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;
(iii) in respect of real property matters are those contained in paragraph 10 of Schedule 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; and
(iiiiv) in respect of Tax matters are those contained in paragraph 12 7.3.2 and paragraph 13 of Schedule 9 5 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Tax such matters.
9.1.3 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or any similar expression shall10.1.4 Without prejudice to paragraph 12.2 of Schedule 5, 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 no warranty or representation is given or made by the Seller as to the accuracy of the forecasts, estimates, projections, statements of intent or intent, statements of opinion or any actuarial information provided to the Purchaser or any of its respective directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including in the documents provided in the Data Room.
10.1.5 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, with respect to the Seller, to refer to the actual knowledge on the date of this Agreement of the persons whose names are set out in Schedule 7 with no imputation of knowledge of any other person. The Purchaser waives any right it may have, and undertakes not to make any claim, against any of the persons whose names are set out in Schedule 7 in respect of any misrepresentation, inaccuracy or omission in or from information supplied or provided by any such person to the Purchaser or any of its affiliates in connection with this Agreement.
Appears in 1 contract
Samples: Share Sale Agreement
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the each Seller warrants (on behalf of the relevant Business Sellers or Share Sellers, as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which shares or assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 13 (save for paragraph 2.4.2 in the case of GlaxoSmithKline and 2.4.1 in the case of Novartis) 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 13 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 Neither of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that the Seller does not give Sellers gives or make makes 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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of:
(i) in the documents provided case of GlaxoSmithKline, the following persons: [***] and
(ii) in the Data Roomcase of Novartis, the following persons: [***] in each case having made due and reasonable enquiry.
9.1.5 Each of the Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 4.4, no Seller shall have any liability for any breach of any Seller’s Warranty given by it where such Seller’s Warranty was true as at the date of this Agreement unless (i) the fact, event or circumstances giving rise to the breach (i) constitutes a Material Adverse Effect and (ii) was not the result of an act or omission expressly permitted by the terms of this Agreement or any other Ancillary Agreement. No Seller shall have any liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iii).
Appears in 1 contract
Samples: Contribution Agreement (Novartis Ag)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants (on behalf of the relevant Business Sellers or Share Sellers as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which Shares or other assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 18 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 18 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of the following persons: [***], such persons having made due and reasonable enquiry.
9.1.5 The Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the documents provided Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 10, the Seller shall have no liability for any breach of any Seller’s Warranty where such Seller’s Warranty was true as at the date of this Agreement unless the fact, event or circumstances giving rise to the breach constitutes a Material Adverse Effect. The Seller shall have no liability under this Clause 9.1.4 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iv).
9.1.6 Save insofar as they are specifically referred to in paragraphs 4.4 and 4.5 of Schedule 18, none of the Data RoomSeller’s Warranties shall apply to any of the Beta Interferon Patent Rights.
Appears in 1 contract
Samples: Share and Business Sale Agreement (Glaxosmithkline PLC)
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants (on behalf of the relevant Business Sellers or the Share Seller as applicable) to the Purchaser that:
and each member of the Purchaser’s Group to which Assets, the Owned Product Intellectual Property Rights or the Share are transferred pursuant to this Agreement (iwhether directly or indirectly) that the statements set out in Schedule 9 14 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given 14 or by anything 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 mattersthis Agreement.
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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of the following persons: [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***], such persons having made due and reasonable enquiry.
9.1.5 The Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the documents provided Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 10, the Seller shall have no liability for any breach of any Seller’s Warranty where the Seller’s Warranty was true as at the date of this *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. Agreement unless the fact, event or circumstances giving rise to the breach constitutes a Material Adverse Effect. The Seller shall have no liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in the Data Roomaccordance with Clause 4.4.1(iii).
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the Seller warrants Relevant Sellers (which for the purposes of Clauses 9, 10 and 11 shall include the Seller) warrant to the Purchaser that:
(i) that the statements Statements set out in Schedule 9 8 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 Each Relevant Seller gives the Sellers’ Warranties only Seller’s to the extent that the Sellers’ Warranties given:
(i) in respect or a breach of the Properties are those contained Sellers’ Warranties relate to or affect the Shares (including the relevant underlying businesses) it agrees to sell under this Agreement. The Seller 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 addition to the Sellers’ Warranties to the extent they relate to Shares being specifically transferred by the Seller gives the Sellers’ Warranties to the extent that the Sellers’ Warranties or breach of the other Seller’s Sellers’ Warranties do not relate to or affect any Shares (including the relevant underlying businesses).
9.1.3 Each of the Sellers’ Warranties shall be deemed separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of the other Seller’s Warranties shall be deemed not to be given 8 or by anything 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” this Agreement 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 12Local Transfer Document.
9.1.4 The Purchaser acknowledges and agrees that Neither the Seller does not give nor any Relevant Seller gives or make makes 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 their respective directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including in the documents provided in the Data Room.
9.1.5 Any Sellers’ Warranty qualified by the expression “so far as the Relevant Sellers are aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx xxx Xxxxx, Jeroen Mol, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxxxxxxx, Xxx Xxxxxxxx, Xxxxxx Pii, Xxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Jan von der Recke, Lone Feldthaus Ronne, Xxxxxx Xxxx Xxxxxxxxxx, Xxxxx Xxxx, Joep Xxxxxxxxx, Xxx Xxxxxx and Xxxxx Xxxxx (both with respect to the Tax Warranties), and Loes van Rijsoort.
Appears in 1 contract
The Seller’s Warranties. 9.1.1 Subject to Clause 9.2, the each Seller warrants (on behalf of the relevant Business Sellers or Share Sellers, as applicable) to the Purchaser that:
(i) and each member of the Purchaser’s Group to which shares or assets are transferred pursuant to this Agreement or any Local Transfer Document, that the statements set out in Schedule 9 13 (save for paragraph 2.4.2 in the *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. 103 case of GlaxoSmithKline and 2.4.1 in the case of Novartis) 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 Each 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 separate and independent and shall not be limited by reference to be given in respect of the Properties;
(ii) in respect of workforce specific and employee benefit-related matters are those contained in any other paragraph 7 of Schedule 9 and each of 13 or by anything in this Agreement or any Local Transfer Document or in 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 mattersIndemnity.
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 Neither of the persons listed in Schedule 12.
9.1.4 The Purchaser acknowledges and agrees that the Seller does not give Sellers gives or make makes 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.
9.1.4 Any Seller’s Warranty qualified by the expression “so far as the Seller is aware” or to the “Seller’s Knowledge” or any similar expression shall, including unless otherwise stated, be deemed to refer to the knowledge of:
(i) in the documents provided case of GlaxoSmithKline, the following persons: [***] and
(ii) in the Data Roomcase of Novartis, the following persons: [***], in each case having made due and reasonable enquiry.
9.1.5 Each of the Seller’s Warranties shall be deemed to be repeated immediately before Closing by reference to the facts, circumstances and knowledge then existing as if references in the Seller’s Warranties to the date of this Agreement were references to the Closing Date. Without prejudice to the provisions of Clause 4.4, no Seller shall have any liability for any breach of any Seller’s Warranty given by it where such Seller’s Warranty was true as at the date of this Agreement unless (i) the fact, event or circumstances giving rise to the breach (i) constitutes a Material Adverse Effect and (ii) was not the result of an act or omission expressly permitted by the terms of this Agreement or any other Ancillary Agreement. No Seller shall have any liability under this Clause 9.1.5 if the Purchaser has exercised its termination right in accordance with Clause 4.4.1(iii).
Appears in 1 contract
Samples: Contribution Agreement
