Common use of Vendor’s Warranties Clause in Contracts

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. 4.1 The Vendor hereby warrants to the Purchaser that: (i) the Vendor being the legal and beneficial owner of the Sale Share Shares is entitled to sell and transfer the Sale Share Shares 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 Shares represent the entire issued and allotted share capital of the Company and is are 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. 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 Schedule 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. 4.1 The Vendor hereby warrants to the Purchaser that: (i) the Vendor being the legal and beneficial owner of the Sale Share Interest is entitled to sell and transfer the Sale Share Interest 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 Shares represent the entire issued and allotted share capital of the Company and is are fully paid up; (vi) the Sale Loans represent the total amount of loans outstanding and owing by the Company to the Vendor; (vii) 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. 4.1 The Vendor hereby warrants to the Purchaser that: (i) the Vendor being the legal and beneficial owner of the Sale Share Shares is entitled to sell and transfer the Sale Share Shares 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 Shares represent approximately 60% of the entire total issued and allotted share capital of the Company and is are 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. 4.1 The Vendor hereby Each of the Vendors represents and warrants to the Purchaser thatPurchaser, subject to the Disclosure Letter: (ia) the Vendor being the legal it is and beneficial owner of the Sale Share is will on Completion be legally and beneficially entitled to sell and or is otherwise able to procure the transfer the of those Sale Share and pass full legal and beneficial ownership thereof Shares set out against its name in Schedule 1 to the Purchaser free from all claims, charges, liens, options, encumbrances and equities of any kind whatsoeverPurchaser; (iib) the Vendor those Sale Shares set out against its name in Schedule 1 are and will on Completion be free from any Encumbrances; (c) it has the full legal right and power to execute and authority to enter into deliver this Agreement, Agreement and to perform fully its respective obligations hereunder under it and enter into has taken all transactions contemplated by this Agreement and all action necessary corporate and other action has been taken to authorise the execution, such execution and delivery and the performance by it of this Agreement and the documents herein contemplatedsuch obligations; (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; (ivd) this Agreement constitutes and when executed will constitute validlegal, legal valid and binding obligations on the part of the each Vendor enforceable in accordance with its terms; (ve) the Sale Share represents execution, delivery and performance of this Agreement by the entire issued Vendors and allotted share capital the consummation of any of the Company Contemplated Transactions will not: (i) violate any provision of the Memorandum and is fully paid upArticles of Association (or other constitutional documents) of each of the Vendors; (viii) no indebtedness (actual require the approval or contingent) is outstanding between consent of any Governmental Body or the Vendor and each approval or consent of the Group Companiesany other person; and (viiiii) the information contained conflict with or result in Schedules 1 and 2 is true and accurate. 4.2 The Vendor shall forthwith notify the Purchaser upon becoming aware any breach or violation of any event which is expected to cause any of the Vendor's warranties in Clause 4.1 terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any applicable Law or Order or any Contract to be incorrectwhich any of the Vendors is a party or by or to which any of the Vendors is bound or subject; and (f) as at the Completion Date, misleading or breached in any material respects. 4.3 The Vendor's warranties the Vendors' Warranties as set out in each paragraph of Clause 4.1 shall be separate Schedule 2 subject only to:- (i) any matter which is fairly disclosed in the Disclosure Letter and independent and save as any matter expressly provided shall not be limited by reference to any other paragraph or anything else in for under the terms of this Agreement; and (ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser.

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 Shares is entitled to sell and transfer the Sale Share Shares 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 Shares represent approximately 45% of the entire total issued and allotted share capital of the Company and is are 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. 4.1 The Vendor hereby warrants to the Purchaser that: (i) the Vendor being is the sole legal and beneficial owner of the Sale Share and 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 whatsoeverwhatsoever other than the Permitted Encumbrance; (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 represent the entire issued and allotted share capital of the Company and is are 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. 4.1 The Vendor hereby warrants to the Purchaser that: (i) the Vendor being the legal and beneficial owner of the Sale Share Shares is entitled to sell and transfer the Sale Share Shares 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 Shares represent approximately 8.26% of the entire total issued and allotted share capital of the Company and is are 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