Vendor’s Warranties. CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.
Vendor’s Warranties. 4.1 The Vendor hereby warrants to the Purchaser that:
(i) the Vendor being the legal and beneficial owner of the Sale Share is entitled to sell and transfer the Sale Share and pass full legal and beneficial ownership thereof to the Purchaser free from all claims, charges, liens, options, encumbrances and equities of any kind whatsoever;
(ii) the Vendor has the power and authority to enter into this Agreement, and to perform its obligations hereunder and enter into all transactions contemplated by this Agreement and all necessary corporate and other action has been taken to authorise the execution, delivery and performance by it of this Agreement and the documents herein contemplated;
(iii) the execution and delivery of, and the performance by the Vendor of its obligations under this Agreement will not result in a breach of any provision of the memorandum or articles of association of the Vendor or any Group Company;
(iv) this Agreement constitutes and when executed will constitute valid, legal and binding obligations on the part of the Vendor in accordance with its terms;
(v) the Sale Share represents the entire issued and allotted share capital of the Company and is fully paid up;
(vi) no indebtedness (actual or contingent) is outstanding between the Vendor and each of the Group Companies; and
(vii) the information contained in Schedules 1 and 2 is true and accurate.
4.2 The Vendor shall forthwith notify the Purchaser upon becoming aware of any event which is expected to cause any of the Vendor's warranties in Clause 4.1 to be incorrect, misleading or breached in any material respects.
4.3 The Vendor's warranties set out in each paragraph of Clause 4.1 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything else in this Agreement
Vendor’s Warranties. The Vendor represents and warrants that:
(a) The Vendor is the registered and beneficial owner of the Property;
(b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely;
(c) The Vendor has not and will not after the date of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; and
(d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement;
(e) To the best of the Vendor’s knowledge, the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Property;
(f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever;
(g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property;
(h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and
(i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the Property.
Vendor’s Warranties. Lessor and Lessee agree that Lessee, during the Lease Term so long as Lessee shall not be in Default hereunder, may assert from time to time whatever claims and rights including warranties of the Equipment which Lessor may have against the Vendors, and not against Lessor, and no breach of any such warranty shall have any effect whatsoever on the right and obligations of Lessor or Lessee under this Agreement, including the obligations of Lessee to make full and timely payment of the Rental Payments due hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendors of the Equipment.
Vendor’s Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties) related to the Property against the Vendor. Xxxxxx's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property.
Vendor’s Warranties. Lessee may have rights under the contract evidencing the purchase of the Personal Property; Xxxxxx is advised to contact the Vendor for a description of any such rights. Lessee hereby assigns to Lessor during the Lease Term all warranties running from Vendor to Lessee. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee will not be in default hereunder, to assert from time to time whatever claims and rights (including without limitation warranties) related to the Personal Property that Lessor may have against the Vendor. Xxxxxx’s sole remedy for the breach of any such warranty, indemnification or representation will be against the Vendor, and not against Lessor. Any such matter will not have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or availability of such warranties by the Vendor.
Vendor’s Warranties. The Lessor hereby irrevocably appoints the Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default under this Lease, to assert from time to time whatever claims and rights including warranties of the equipment that is classified as a “fixture” under the Uniform Commercial Code as enacted under the laws of the State which the Lessor may have against the vendor of the fixture which is or becomes a part of the Project Site. The Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against the vendor of such equipment, and not against the Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of the Lessor with respect to this Lease, including the right to receive full and timely payments under this Lease. The Lessee expressly acknowledges that the Lessor has made no representation or warranties whatsoever as to the existence of availability of such warranties of the vendor of such equipment.
Vendor’s Warranties. The Authority hereby irrevocably appoints the County its agent and attorney-in-fact during the term of this Sublease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Facilities, which the Authority may have against the manufacturers, vendors and contractors of the Facilities. The County’s sole remedy for the breach of such warranty, indemnification or representation shall be against the manufacturer or vendor or contractor of the Facilities, and not against the Authority, nor shall such matter have any effect whatsoever on the rights and obligations of the Authority with respect to this Sublease, including the right to receive full and timely payments hereunder. The County expressly acknowledges that the Authority makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the manufacturer, vendor or contractor.
Vendor’s Warranties. 6.1 The Vendor warrants to the Purchaser that the Vendor's Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion and the Vendor hereby further acknowledges that the Purchaser in entering into this Agreement is relying on the Vendor's Warranties. For the avoidance of doubt, the Vendor makes no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Warranties as set out in the Vendor's Schedule of Exceptions and the Purchaser hereby confirms and agrees that it has no right to make any claim or demand in respect of all such matters, documents and/or information.
6.2 Each of the Vendor's Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause.
6.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Warranties shall not be affected by completion of the sale and purchase of the Sale Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release.
6.4 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser as a result of or in connection with any breach of any of the Vendor's Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of the Vendor's Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser.
6.5 (1) Any claim by the Purchaser in connection with the Vendor's Warranties ("Vendor's Warranty Claim") shall not be made unless the amount of the liabilities in respect of such Vendor's Warranty Claim exceed in aggregate the sum of US$100,000 but if the liabilities exceed that sum the Vendor shall (subject to other provisions hereof) be liable for the whole of such liability and not merely the excess.
Vendor’s Warranties. Each of the Vendors represents and warrants to and undertakes with the Holdco and its successors in title (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) as follows:
(a) in respect of itself/himself, it/he will on Completion be beneficially entitled to and able to transfer the Sale Shares to the Holdco and/or its nominees under this Agreement;
(b) the information relating to the Company as set out in Schedule 1 is true, accurate, and not misleading, and the Company is duly incorporated and validly existing under the laws of Singapore;
(c) the Sale Shares are and shall have been validly issued, allotted and fully paid-up; and
(d) it/he has full power and capacity to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on and against it/him.
