Updating to Completion. The Vendor represents and warrants to and undertakes with the Purchaser and their successors in title that the Warranties given by it will be fulfilled down to, and will be true and correct in all material respects and not misleading at, Completion as if they had been entered into afresh at Completion and with reference to the circumstances then existing at Completion.
Updating to Completion. 7.1 The Purchaser declares that under the sale and purchase agreement it concluded with Pansource, the transfer of the Company’s any rights and assets to Novacom shall not be completed until the Completion.
7.2 The Seller warrants and undertakes to the Purchaser that the Warranties will be true, fulfilled, complete and accurate in all respects and not misleading, unfulfilled or incomplete in any respect at Completion as if they had been given again at Completion.
7.3 The Seller further warrants and undertakes to the Purchaser that if, after the signing of this Agreement and before Completion, any event shall occur or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, incomplete, misleading, or incorrect in any respect at Completion:
7.3.1 The Seller shall immediately notify the Purchaser in writing fully thereof prior to Completion; and
7.3.2 The Seller (at its own cost) shall make any investigation concerning the event or matter and shall take such steps to rectify or ameliorate the effects of the event or matter that, in each case, the Purchaser may reasonably require.
7.4 The Seller further agrees to indemnify the Purchaser on demand and on terms satisfactory to the Purchaser for all losses suffered by the Purchaser or any member of the Purchaser’s Group relating to the period commencing on the signing of this Agreement and ending on Completion in consequence of any fact, event, matter, set of circumstances or developments in any event, fact, matter or set of circumstances:
7.4.1 occurring, arising or being discovered within such period; and
7.4.2 which results or may result in any of the Warranties being unfulfilled, untrue, misleading, incomplete or incorrect in any respect at Completion.
7.5 The Seller undertakes
7.5.1 to notify the Purchaser and the Company within 30 days from signing this Agreement of the amount and the legal title of its claims towards the Company - under the Contribution Agreement and the Auxiliary Agreements (or any other existing agreement between the Seller and the Company) - as at that date (the absence of notification within the 30 days deadline shall be considered as a declaration by the Seller on the lack of claims);
7.5.2 in case of any claim, to procure that the Company issues a declaration within 15 days from the receipt of the notification on the acknowledged and/or disputed nature of the claims (the absence of declaration from the Company within the 15 days deadline shal...
Updating to Completion. (a) The Vendors jointly and severally represent, warrant and undertake to the Purchaser and its successors in title that the Vendor Warranties will be fulfilled down to, and will be true and correct in all respects and not misleading at, Completion as if they had been entered into afresh at Completion and with reference to the circumstances then existing at Completion Provided That if prior to Completion, any event shall occur which results or may result in any of the Vendor Warranties being unfulfilled, untrue or incorrect at Completion, the Vendors, upon becoming aware of the same, shall notify the Purchaser in writing thereof prior to Completion Provided Further That any such notification to the Purchaser shall be without prejudice to any of the Vendor Warranties, and the Purchaser shall be entitled to claim for breach of any of the Vendor Warranties in accordance with the terms of this Agreement notwithstanding any such notification as aforesaid.
(b) The Purchaser hereby represents and warrants to and undertakes with the Vendors and its successors in title that the Purchaser Warranties will be fulfilled down to, and will be true and correct in all respects and not misleading at, Completion as if they had been entered into afresh at Completion and with reference to the circumstances then existing at Completion.
Updating to Completion. (a) The Seller further warrants and undertakes to and with the Purchaser that:
(i) subject to matters properly and fairly disclosed in the Disclosure Letter, unless expressly only given at a date other than Completion, the Warranties will be fulfilled down to, and will be true and accurate at Completion as if they had been given again at Completion; and
(ii) subject to clause 11.2(b), if after the signing of this agreement and before Completion any event shall occur or matter shall arise which results or may result in any of the Warranties not being true or accurate at Completion, the Seller shall immediately after having acquired knowledge thereof notify the Purchaser in writing fully thereof and the Seller (at its own cost) shall make any investigation concerning the event or matter which the Purchaser may reasonably require.
(b) The Seller is not required to notify the Purchaser pursuant to clause 11.2(a)(ii) of any event which results or may result in any of the Warranties not being true or accurate at Completion in respect of which damages to which the Purchaser would be entitled do not exceed EUR100,000.
Updating to Completion. During the period from the date of this Agreement until the Completion, each Warrantor shall notify TPG in writing immediately if it becomes aware of a fact or circumstance which would cause any Warranty to be unfulfilled, untrue, inaccurate or misleading in any material respect if given in respect of the facts or circumstances as at any time on or prior to the Completion (such written notice, “Updating to Completion”). Such Updating to Completion shall not affect any of the conditions precedent to TPG’s obligations or satisfaction thereof.
Updating to Completion. 7.3.1 The Vendor on behalf of itself and the other Relevant Sellers further warrants to the Purchaser on behalf of itself and the other Relevant Purchasers that:
(i) subject to Clause 7.1, the Warranties (other than the Warranties set out in Schedule 20) will be fulfilled down to and will be true and accurate at Completion in each case as if they had been given afresh at Completion; and
(ii) if after the signing of this Agreement and before Completion, any event shall occur or matter shall arise of which the Vendor or any other Relevant Seller becomes aware and which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect at Completion, the Vendor or other Relevant Seller shall immediately notify the Purchaser or other Relevant Purchaser in writing thereof prior to Completion.
Updating to Completion. Each of the Warrantors further warrants and represents to the Purchaser that:
9.2.1. subject to clause 9.1, the Warranties will be true and accurate in all respects and not misleading in any respect at Completion as if they had been given again at Completion; and
Updating to Completion. The Guarantor and the Vendor each further jointly and severally warrant to the Purchaser and its successors in title that in the event Completion is for any reason delayed:
5.2.1 subject to Clause 5.1, the Warranties will be fulfilled down to and will be true and accurate in all respects and not misleading in any respect at Completion as if they had been given again at Completion; and
5.2.2 if after the signing of this Agreement and before Completion any event shall occur or matter arises which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any respect at Completion the Vendor shall immediately notify the Purchaser in writing fully thereof prior to Completion and the Vendor (at its own cost) shall make any investigation concerning the event or matter which the Purchaser may require.
Updating to Completion. The Warrantors undertake (but without personal liability) to and with the Purchaser and its successors in title that if after the signing of this Agreement and before Completion to their personal knowledge (but without any obligation to make enquiries or investigations) any event shall occur or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any material respect at Completion the Warrantors shall immediately notify the Purchaser in writing fully thereof prior to Completion. The Vendors (at their own cost) shall then make any investigation concerning the event or matter which the Purchaser may reasonably require.
Updating to Completion. ProLogis further warrants and undertakes to and with the RECO Group Companies and their successors in title that:
8.2.1 subject to Clause 8.1, the Warranties will be fulfilled down to and will be true and accurate in all respects and not misleading in any respect at Completion as if they had been given again at Completion; and
8.2.2 if after the signing of this Agreement and before Completion any event shall occur or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any respect at Completion, ProLogis shall immediately notify RECO in writing fully thereof prior to Completion and ProLogis (at its own cost) shall make any investigation concerning the event or matter which RECO may reasonably require.
