The Warranties. The Company hereby represents and warrants to the Investor that except as Disclosed, the following representations and warranties are true, complete and correct as of the date hereof and the Completion Date. The Disclosure Letter shall be arranged in clauses corresponding to the numbered and lettered clauses and sub-clauses set forth below.
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The Warranties. 7.1 The Seller warrants to the Buyer that each of the Seller’s Warranties is true and accurate as at the date of this Agreement.
7.2 The Buyer warrants to the Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement.
7.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is true and accurate as at the date of this Agreement.
7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and in the Disclosure Letter and for this purpose fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in relation to the Company, to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter.
7.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the documents and information contained in the Data Room details of which are set out in the Data Room Index.
7.6 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness of Xxxxxxx Xxxxxxxx.
7.7 Each of the paragraphs in Part A of Schedule 2 shall be construed as a separate and independent Warranty and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of each breach of a Warranty.
7.8 The only Seller’s Warranties given:
(a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights;
(b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;
(c) in respect of Taxation are those contained in paragraph 17 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and
(d) in respect of regulatory compliance are those...
The Warranties. 5.1 The Company and the Existing Shareholders jointly and severally make the Warranties (as set out in Appendix 2) to the Investor and GSC or to any person to whom the benefit of the Warranties are assigned pursuant to this Agreement. Any disclosures made to the Investor by the Company and/or Existing Shareholders shall be of no force or effect unless made in writing.
5.2 The company and the Existing Shareholders acknowledge that the Investor and GSC are entering into this Agreement in reliance upon the Warranties. The Investor and GSC may rescind this Agreement at any time prior to the Completion in the event of a material breach of any of the Warranties without thereby incurring any liability to any of the other parties and shall be entitled to avail itself to all remedies at law.
5.3 Each of the Warranties is without prejudice to any of the other Warranties and no paragraph or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph.
5.4 Each of the Warranties shall be construed as a separate and independent warranty to the intent that the Investor and GSC shall have a separate right of action in respect of each breach of them.
5.5 The Warranties shall continue in full force after Completion.
5.6 Each Existing Shareholder waives any right which he may have against the Company or otherwise in respect of any misrepresentations or inaccuracies in, or omission from, any information or advice supplied to them by officers or employees or agents of the Company to enable them to give the Warranties.
5.7 Where any statement in Appendix 2 is qualified by the expression "to the best of the knowledge, information and belief of " or "as far as... is aware" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry.
5.8 At the Subscription Date, the Existing Shareholders and the Company shall be deemed to have repeated the Warranties to the Investor , GSC and to any person to whom the benefit of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting.
5.9 The Warranties and indemnities contained herein shall not be affected by any investigation by or on behalf of the Investor into the affairs of the Company and notwithstanding the due diligence exercise carried out prior to the signing of this Agreement.
5.10 All disclosure made by the Existing Shareholders to...
The Warranties. The Vendor represents and warrants to and covenants and undertakes with the Purchaser that as at the date of this Agreement and Completion:
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The Warranties. 6.1 The Buyer warrants to the Seller (for itself and as trustee for its successors in title) that as at the date of this Agreement and immediately prior to Completion by reference to the facts and circumstances then existing:
6.1.1 it is duly incorporated and validly existing;
6.1.2 it has power to enter into and perform its obligations under this Agreement, and the other documents which are to be executed by the Buyer pursuant to this Agreement (the “Buyer’s Completion Documents”) which will when executed constitute binding obligations on it in accordance with their respective terms;
6.1.3 it has taken all necessary corporate action to authorise the execution, delivery and performance of the Buyer’s Completion Documents, each of which have been duly executed by it; and
6.1.4 the execution, delivery and performance of the terms of the Buyer’s Completion Documents by it will not:
(a) result in a breach of its Memorandum and Articles of Association;
(b) result in a breach of any loan stock, bond, debenture (or other deed, mortgage, contract, undertaking or instrument of a similar nature for the raising of finances) to which it is a party;
(c) result in a breach of any agreement to which the Buyer is a party;
(d) result in a breach of any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character or by which the Buyer is bound; or
(e) require the Buyer to obtain any consent or approval or, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentations or misstatements), and the Buyer warrants in the same terms in respect of each company in the Buyer’s Group which is to execute any document pursuant to this Agreement.
The Warranties. 6.5.1 are given separately and independently and, unless expressly provided to the contrary, are not limited or restricted by reference to, or inference from, the terms of any other Warranty or item of this Agreement;
6.5.2 where qualified by the knowledge, information, belief or awareness of the Sellers, unless expressly provided to the contrary, are deemed to refer to the actual (as opposed to constructive or imputed) knowledge, information, belief or awareness of the Sellers after due and careful enquiries by the Sellers in respect of the relevant subject matter of such Warranties; and
6.5.3 apply to each of the Subsidiaries as well as to the Company as if references to “the Company” included a corresponding reference to the Subsidiaries (and each of them severally).
The Warranties. (A) The Seller represents and warrants to the Purchaser that:-
(i) it has full power to enter into and perform this Agreement and this Agreement constitutes its legally valid and binding obligations;
(ii) it has the full power, authority and legal right to own its assets and to carry on its business and is not in receivership or bankruptcy;
(iii) it has taken no steps to enter into bankruptcy or analogous proceedings and no petition has been presented for its winding up or similar proceedings taken and there are no grounds on which a petition or application could be based for the bankruptcy of or appointment of a receiver or the levy of distress or execution or the taking of analogous proceedings against it;
(iv) it is the sole legal and beneficial owner of the Sale Shares;
(v) save for the pre-emption and other provisions contained in the by-laws of the Company, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Sale Shares and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing; and
(vi) At the time of Completion, there shall be no liability for taxes, contract obligations or any other type of claim that may be asserted against the Company; including, without limitation, any obligation that the Company may have with respect to any income tax or Franchise tax arising out of the net taxable income of the Company from the date of the Company’s inception to the date of Completion.
The Warranties. The Permits;
