The Warrantors. 5.3.1 agree that the Purchaser is entering into this Agreement in reliance upon the Warranties and that, save as provided in clause 5.2, no information of the Purchaser (whether actual or constructive) shall affect its right to bring a claim under the Warranties or shall operate to reduce the amount recoverable in respect of the Warranties;
5.3.2 undertake to disclose immediately to the Purchaser anything which comes to the notice of any of them which shows that the Warranties are or may be untrue or misleading;
5.3.3 shall indemnify the Purchaser against any reasonable costs (including legal costs) or expenses which the Purchaser may incur, either before or after the commencement of any action, as a result of any of the Warranties being untrue or misleading; and
5.3.4 agree with the Purchaser to waive any right which any of them may have in respect of any misrepresentation, inaccuracy or omission in any information or advice supplied or given by the Company or its officers and employees on which or on whom any of the Warrantors may have relied before agreeing to any term of this Agreement including, without limitation, the Tax Covenant or authorising any statement in the Disclosure Letter.
The Warrantors. The Warrantors, jointly and severally, represent, warrant and undertake to each of the Joint Global Coordinators, the Joint Sponsors and the other Hong Kong Underwriters in the terms set out in Part A of Schedule 4. PAH and Quickview jointly and severally represent, warrant and undertake to each of the Joint Global Coordinators, the Joint Sponsors and the other Hong Kong Underwriters in the terms set out in Part B of Schedule 4. The Warrantors accept that each of the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters is entering into this Agreement in reliance upon each such representation, warranty and undertaking. All representations, warranties and undertakings given by the Trustee-Manager under or in connection with this Agreement are given on behalf of the Trust (and so as to bind and, where applicable, incur liabilities to be payable out of the Trust Property).
The Warrantors. 2.1 Each of the Warrantors has full power to enter into and perform this Agreement which constitutes binding obligations on the Vendors in accordance with its terms.
2.2 All the Company Shares are fully paid or are properly credited as fully paid and each of the Vendors is the sole legal and beneficial owner of the number of Company Shares set opposite that Vendor's name in column 3 of Schedule 1 free from all Security Interests.
The Warrantors. 6.1.1 warrant to the Buyer as at today's date in the terms of the Warranties, provided however that the Buyer will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties if and to the extent that such fact or combination of facts has been fairly disclosed in the Disclosure Letter;
6.1.2 agree that the Buyer is entering into this Agreement in reliance on each of the Warranties and that save as provided in clause 6.
1.1 no information of which the Buyer has knowledge (actual or constructive) will prejudice any claim made by the Buyer in respect of the Warranties or will operate to reduce any amount recoverable in respect of any breach of any of the Warranties or will operate to prevent any claim being made by the Buyer for any breach by the Warrantors of the covenants implied by the Law of Property (Miscellaneous Provisions) Xxx 0000;
6.1.3 undertake that, in the event of any claim being made against any of them whether under the Warranties or otherwise in connection with the sale of the Shares to the Buyer, they will not make any claim against Midas, or against any Director or employee of Midas, on which or on whom any of them may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter, but so that this undertaking will not preclude any Warrantor from claiming against any other Warrantor under any right of contribution or indemnity to which such Warrantor may be entitled.
The Warrantors. Mr Graham Woodhead and 3i severally in relation to their respectivx xxxxxxxs xx Xxxxes and capacity respectively warrant to the Purchaser that Warranties 1 and 2 (Capacity) and 3.3 in Schedule 4 is true and accurate in all respects and not misleading at the date of this Agreement and will continue to be true and accurate in all respects and not misleading up to and including Completion.
The Warrantors. 3.1 The Warrantors have full power to enter into and perform this Agreement which constitutes binding obligations on the Warrantors in accordance with its terms.
3.2 No bankruptcy order has been made in respect of the Warrantors, nor has any petition for any such order been presented.
3.3 No application has been made in respect of the Warrantors for an interim order under section 253 Insolvency Xxx 0000.
3.4 The Warrantors are not unable to pay and nor does he have no reasonable prospect of being able to pay any debt as those expressions are defined in section 268 Insolvency Xxx 0000.
3.5 No person has been appointed by the court to prepare a report in respect of the Warrantors under section 273 Insolvency Xxx 0000.
3.6 No interim receiver has been appointed of the property of the Warrantors under section 286 Insolvency Xxx 0000.
3.7 Immediately prior to Closing:
(a) 86.73% of the entire issued share capital of the Seller is legally and beneficially owned by Xx Xxxxxxxxxx; and
(b) 13.27% of the entire issued share capital of the Seller is legally and beneficially owned by Xx Xxxxxxxx.
3.8 Except as Fairly Disclosed, the Seller does not have any long term indebtedness or long term credit facilities other than the loan secured by the debentures and share pledge, which are being discharged immediately following Closing.
3.9 There are not now outstanding any debentures, mortgages, charges, liens or other Security Interests given or issued by or in relation to the Seller except as Fairly Disclosed in the Disclosure Letter and any such debentures, mortgages, charges, liens or other Security Interests shall be released immediately following Closing.
3.10 There are no agreements or arrangements in place between Xx Xxxxxxxxxx and Xx Xxxxxxxx in respect of the ownership or operation of the Seller and there are no such agreements or arrangements that are proposed to be entered into between Xx Xxxxxxxxxx and Xx Xxxxxxxx other than the Trust Deed in relation to the ownership or transfer of shares in the capital of the Seller or 2015 Sale Shares.
The Warrantors and the Buyer shall jointly instruct (at the Buyers' and Warrantors' joint expense subject to the Warrantors' aggregate contribution being capped at Pound Sterling 40,000 and where the Warrantors' contribution will be paid out of the Retention Account), an environmental consultant agreed between the parties (both parties acting reasonably) to undertake a further environmental site investigation of the Site on the same terms as the Environmental Investigation and to produce a report on the levels of On Site Contamination at the time of such further investigation (the "ENVIRONMENTAL CLAIM REPORT").
The Warrantors and the Buyer shall jointly instruct the Registrar to impose and release the legend and restrictions over the Escrow Property as required by Clauses 3.1, 3.3 and 3.4.
The Warrantors. EXECUTED and DELIVERED as a DEED by )
The Warrantors
