Warranties by the Sellers Sample Clauses

Warranties by the Sellers. 7.1 The Sellers jointly and severally warrant to the Buyer that: 7.1.1 except as stated in the Disclosure Letter, the warranties set out in schedule 3 are true and accurate in all respects and that the contents of the Disclosure Letter, and of all accompanying documents, are true and accurate in all respects; and 7.1.2 the Dormant Companies have never traded and have no liabilities whether current, future or contingent. 7.2 Where a Warranty refers to the knowledge, information or belief of a Seller, he undertakes that he has made full enquiry into the subject matter of the Warranty. 7.3 Each of the Sellers shall promptly disclose in writing to the Buyer anything which becomes known to him prior to Completion which would result in the Warranties or the contents of the Disclosure Letter not being accurate if they were to be requested by reference to the facts or circumstances applying at each moment between the date of this agreement and Completion. 7.4 Each of the Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause in this agreement governs or limits the extent or application of any other clause. 7.5 In the event of a breach of the Warranties which is attributable to, or results in a liability or a diminution in the value of the assets of, the Company, the Buyer may require the Sellers jointly and severally to indemnify the Company against the liability or diminution in value. 7.6 The rights and remedies of the Buyer in respect of a breach of the Warranties shall not be affected by Completion, by any investigation made by or on behalf of the Buyer into the affairs of the Company, by any failure to exercise or delay in exercising a right or remedy or by any other event or matter, except a specific and duly authorised written waiver or release. 7.7 If, prior to the Second Anniversary, the Buyer makes a claim in accordance with this agreement for breach of this agreement or the Company makes a claim under the Deed of Indemnity, the Buyer may retain the aggregate amount claimed against any outstanding part of the Consideration pending settlement of the claim. Any such outstanding part of the Consideration may be set off in or towards satisfaction of the relevant claim without affecting the other remedies of the Buyer for the purpose of recovering amounts due to it from the Sellers. 7.8 Save in the case of fraud, the Sellers shall not be liable in respect of Relevant Claims unless and until the aggre...
Sample 1
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Warranties by the Sellers. Subject to the qualifications and limitations in clause 9: (a) each of the Sellers give the Title Warranties in favour of the Buyer in respect of itself and the Sale Shares set out next to the name of that Seller in column 2 of Schedule 3 on the date of this agreement and will deemed to be repeated immediately before Completion (and, in the case of the Sale Shares set out against the name of the Seller Trustee in column 2 of Schedule 3, Xxxxxxx Xxxxxxx Xxxxxxx gives the Title Warranties in respect of the Seller Trustee’s ownership of and power to sell those Sale Shares); and (b) the Warrantor gives the Non-Title Warranties in favour of the Buyer: (1) in respect of each Non-Title Warranty that is expressed to be given on a particular date, on that date; and (2) in respect of each other Non-Title Warranty, on the date of this agreement and immediately before Completion.
Sample 1
Warranties by the Sellers. Subject to the qualifications and limitations in clause 11: (a) each of the Sellers severally warrants to the Buyer, in respect of itself and the Shares held by it only, that each of the Seller Title and Capacity Warranties is true and accurate on its terms on the date of this agreement and immediately before Completion; and (b) the Sellers jointly and severally warrant to the Buyer that each of the Group Warranties is true and accurate on: (1) in respect of each Group Warranty that is expressed to be given on a particular date, that date; and (2) in respect of each other Group Warranty, the date of this agreement and immediately before Completion.
Sample 1
Warranties by the Sellers. Subject to the terms and conditions provided for in this Agreement, in particular as set forth in this Section 9, Section 10 and Section 11, the Sellers jointly and severally (gesamtschuldnerisch) represent and warrant in the form of an independent guarantee (selbständiges Garantieversprechen) within the meaning of sections 311 para. 1, 241 of the German Civil Code (BGB) that the statements set forth in this Section 9 are true, correct and complete as of the date hereof and the Effective Date, except as expressly otherwise stipulated in this Agreement by reference to the date hereof, it being understood that for the sole purpose of Section 6.1.3 all statements are considered to be given as of the Effective Date as well:
Sample 1
Warranties by the Sellers. (a) The Sellers warrant to the Buyer in the terms set out in the Warranties as follows: (i) the Warranties are given by NIIL only in respect of Autotype UK and the UK Subsidiaries; and (ii) the Warranties are given by NL only in respect of Autotype USA and Autotype Americas Inc. (b) For the avoidance of doubt each Seller shall only have any liability under the Warranties in respect of those companies referred to in either clause 5.1 (a) (i) (in the case of NIIL) or 5.1(a)(ii) (in the case of NL).
Sample 1
Warranties by the Sellers. Each Seller represents and warrants to GPAL: (a) at signing, that it is the registered holder of its respective Sale Securities and is entitled to the full beneficial interest in its respective Sale Securities free from any Encumbrances and, until Completion, that it will remain the registered holder of its respective Sale Securities and continue to be entitled to the full beneficial interest in its respective Sale Securities free from any Encumbrances; (b) at signing and at Completion, and continuously in between those two events, that it does not have a Relevant Interest in any IDR Securities other than as disclosed in the Form 604 (Notice of change of interests of substantial holder) dated 13 June 2017 as displayed on Industria REIT’s ASX announcements platform; and (c) it has not knowingly withheld any information from the GPAL because the Seller believed that the provision of that information would affect the GPAL’s willingness to proceed in the purchase of any of the Sale Securities on the terms of this agreement.
Sample 1
Warranties by the Sellers. Subject to the limitations and qualifications set out in the remaining provisions of this clause 28 and clauses 29 and 30, the Sellers hereby give to and in favour of the Purchaser, jointly and in the Sellers' Proportions (unless otherwise provided) the Sellers' Warranties set out in Annexure B. Each Sellers' Warranty -
Sample 1
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Related to Warranties by the Sellers

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. B. Each Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), member(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, charter or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders, as the case may be, is or are subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. C. Each Partner represents, warrants, and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, nor with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment. Each Partner represents, warrants and agrees that such Partner is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). D. Each Partner acknowledges that (i) the Partnership Units (and any REIT Shares that might be exchanged therefor) have not been registered under the Securities Act and may not be transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is available (it being understood that the Partnership has no intention of so registering the Partnership Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be placed on the certificates representing the Partnership Units, and (iii) a notation shall be made in the appropriate records of the Partnership indicating that the Partnership Units are subject to restrictions on transfer. E. Each Limited Partner further represents, warrants, covenants and agrees as follows: (1) Except as provided in Exhibit E, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant, and (b) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant. (2) Except as provided in Exhibit F, at any time such Partner actually or Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, it does not, and agrees that it will not without the prior written consent of the General Partner, actually own or Constructively Own, any stock in the General Partner, other than any REIT Shares or other shares of capital stock of the General Partner such Partner may acquire (a) as a result of an exchange of Tendered Units pursuant to Section 8.6 or (b) upon the exercise of options granted or delivery of REIT Shares pursuant to any Stock Plan, in each case subject to the ownership limitations set forth in the General Partner’s Charter. (3) Upon request of the General Partner, it will disclose to the General Partner the amount of REIT Shares or other shares of capital stock of the General Partner, or shares of capital stock or other interests in Tenants, that it actually owns or Constructively Owns. (4) It understands that if, for any reason, (a) the representations, warranties or agreements set forth in E(1) or (2) above are violated, or (b) the Partnership’s actual or Constructive Ownership of REIT Shares or other shares of capital stock of the General Partner violates the limitations set forth in the Charter, then (x) some or all of the Redemption rights of the Partners may become non-exercisable, and (y) some or all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Charter. (5) Without the consent of the General Partner, which may be given or withheld in its sole discretion, no Partner shall take any action that would cause (i) the Partnership at any time to have more than 100 partners, including as partners (“flow through partners”) those persons indirectly owning an interest in the Partnership through a partnership, limited liability company, S corporation or grantor trust (such entity, a “flow through entity”), but only if substantially all of the value of such person’s interest in the flow through entity is attributable to the flow through entity’s interest (direct or indirect) in the Partnership; or (ii) the Partnership Interest initially issued to such Partner or its predecessors to be held by more than seven (7) partners, including as partners any flow through partners. F. The representations and warranties contained in this Section 3.4 shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding-up of the Partnership. G. Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the terms and conditions of the Promissory Notes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Promissory Notes and the Company. (f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes. (h) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

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