Common use of The Seller’s Warranties Clause in Contracts

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. 6.2.1 The Sellers represent Seller warrants that the following will apply as per signing of this agreement and warrant Closing, provided, however, that the warranties in letters (d) to each (f), inclusive, will only be given upon signing of this agreement: The Seller owns the Property and holds title thereto. The Property is not subject to any encumbrances (including any pre-emptive rights) other than those specified in Appendix 2., and that the Property is transferred free from monetary encumbrances (except for any leases being registered as an encumbrance) The Seller has not been in breach of the Purchaser leases, with appurtenant addenda, specified in Appendix 2., and the Issuer that the statements set out Seller is not aware of any lessee having been in Schedule 4 breach of any lease. The Property is leased pursuant to the leases, with appurtenant addenda, as specified in Appendix 2. and that such leases are true valid and accurate include all terms that have been agreed with the lessees. The Seller is not aware of any claims or rights that limit the use or utilisation of the Property beyond what follows from the entries recorded in respect of the Property in the Register of Land Titles and Land Charges or the zoning plan and zoning regulations applicable to the Property. There exists no written order, etc., from government authorities in relation to the Property that has not misleading been paid or otherwise complied with. References to circumstances of which the Seller is aware means, in Clauses 6. and 7., both the circumstances of which the Seller is actually aware upon signing of this agreement, as well as the circumstances which the Seller does not have reasonable grounds for being unaware of 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 Agreementsuch date. 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 Seller makes no other provisions warranties than those made above 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.7..