Warranties by the Vendor Sample Clauses

Warranties by the Vendor. The Vendor represents and warrants to the Purchaser that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Completion Date: (a) the Vendor is validly existing and in good standing; (b) the Vendor has full authority and all necessary consents to enter into and perform this Agreement; (c) this Agreement and all other agreements contemplated by this Agreement will, when executed by the Vendor, constitute binding obligations of the Vendor in accordance with their respective terms; (d) the execution, delivery and performance by the Vendor of this Agreement will not: (i) result in a breach of any provision of the constitution of the Vendor; (ii) result in a breach of, or constitute a default under, any instrument to which the Vendor is a party or by which the Vendor is bound and which is material in the context of the transactions contemplated by this Agreement; or (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which the Vendor is a party or by which the Vendor is bound and which is material in the context of the transactions contemplated by this Agreement; (e) no meeting has been convened, resolution proposed, petition presented or order made for the winding up of the Vendor; (f) no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any material asset of the Vendor; (g) no mortgagee or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the Vendor is the mortgagor or charger; (h) the Vendor has complete and unrestricted power and right to sell, assign and transfer the Shares to the Purchaser; (i) if the Shares of the Vendor are held on trust by the Vendor for a beneficial owner, the beneficial owner has given the Vendor its unconditional consent to sell, assign and transfer the Shares; and (j) there is no Encumbrance over or affecting the Shares.

Warranties by the Vendor. 5.1 The Vendor warrants and undertakes that, at the date of this agreement, each of the statements set out in schedule 2 is true, accurate and complete in all respects and not misleading and will be true and accurate in all respects and not misleading at all times after the date of this agreement up to and including the Completion Date. 5.2 In addition to the warranties as set out in schedule 2, the Vendor further warrants that: 5.2.1 Save and except the liabilities and debts the Vendor has otherwise Disclosed to the Purchaser in the Disclosure Letter, there are no other liabilities (actual or contingent), debts, claims, expenses, charges, costs, outstanding against and payable by the Company to any third party, including those owed to related companies, financial institutions, banks, and other related interests and the Vendor shall notwithstanding Completion fully indemnify and keep indemnified the Purchaser against any such liabilities. 5.2.2 The Company is not in default of any contracts, agreements or legal obligations pursuant to which it may be subject to any claims, proceedings, action or be liable to any charges, costs, expenses, damages or other liabilities. 5.2.3 There are no outstanding liabilities or debts owed to any of the employees of the Company, nor are any of the employees responsible for any liabilities and debts for which the Company may become liable, and the Vendor shall indemnify the Purchaser for any expenses, costs, charges (including legal fees), liabilities incurred or claims, proceedings, actions taken against the Purchaser by any third party or employee of the Company for any such liabilities or debts. 5.3 The Vendor acknowledges that the Purchaser is entering into this agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Purchaser to enter into this agreement and that the Purchaser has been induced to enter into this agreement on the basis of and in full reliance upon them and that the Purchaser may rely on the Warranties in warranting to any subsequent purchaser of all or any of the Shares. 5.4 Each of the Warranties is to be construed as a separate and independent warranty and (except where this agreement provides otherwise) will not be limited or restricted by reference to or inference from any other term of this agreement or any other Warranty. 5.5 The rights and remedies of the Purchaser in respect of any breach of any of the Warranties will survive Co...

Warranties by the Vendor. The Vendor gives the Warranties in favour of the Purchaser. The Warranties are given subject to the qualifications and limitations in clause 15.

Warranties by the Vendor. 7.1 The Vendor warrants to each of the Purchaser (and, in relation to VDI and Visual Action (NZ), Panavision) that, save as fairly set out in the Disclosure Letter, the Warranties are true and accurate and except in respect of anything to which the Purchaser (or, in relation to VDI or Visual Action (NZ), Panavision) gives its written consent pursuant to clause 6 will continue to be so on the day of Completion with reference to the facts and circumstances from time to time applying. 7.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no clause governs or limits the extent or application of any other clause. 7.3 The Vendor warrants to the Purchaser (and, in relation to VDI, and Visual Action (NZ), Panavision) that: 7.3.1 no change will be made prior to Completion to any of the rights attached to the Shares; 7.3.2 the contents of the Disclosure Letter, and of all accompanying documents, are accurate in all respects and fully and clearly disclose every matter to which they relate. 7.4 None of the information supplied by a Group Company or its officers, employees, agents or professional advisers to the Vendor, or its agents, representatives or advisers, in connection with the Warranties and the contents of the Disclosure Letter, or otherwise in relation to the business or affairs of any Group Company, shall be deemed a representation, warranty or guarantee of its accuracy by such Group Company or its officers, employees or agents to the Vendor, and the Vendor waives any claims against such Group Company or its officers, employees or agents which it might otherwise have in respect of it save in the case of fraud. 7.5 Except as provided in clauses 7.7 or 7.10 the rights and remedies of the Purchaser (or, in relation to VDI or Visual Action (NZ), Panavision) in respect of a breach of the Warranties shall not be affected by Completion, by investigations made by or on behalf of the Purchaser (or, as the case may be, Panavision) into the affairs of any Group Company, by the Purchaser (or, as the case may be, Panavision) rescinding, or failing to rescind, this agreement or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 7.6 The provisions of Schedule 3 shall have effect to limit the liab...

Warranties by the Vendor. 9.1 The Vendor and WorldPort warrant to the Purchaser that, save as set out in the WCEH Disclosure Letter, the WCEH Warranties are accurate in all material respects and as at Completion will be accurate in all material respects except to the extent that such warranties are not accurate in all material respects as at the Completion Date as a result of: (a) except for paragraph 7.3 of Schedule 2 an event or occurrence outside the control of the Vendor and/or WorldPort (as the case may be) occurring during the period from the date of this agreement until the Completion Date; (b) any act or omission of the Purchaser during the period from the date of this agreement until the Completion Date; and (c) any action taken by WCEH or the Subsidiary in the ordinary course of business during the period from the date of this Agreement until the Completion Date. 9.2 The Vendor and WorldPort warrant to the Purchaser that: (a) the execution, delivery and performance of this agreement and all documents executed or to be executed in connection therewith have been duly authorised by all necessary corporate action on behalf of the Vendor and WorldPort. This agreement constitutes, and, as of the Completion Date, all documents executed or to be executed in connection therewith shall constitute, the legal, valid and binding obligation of the Vendor and WorldPort enforceable against them in accordance with its terms; (b) other than as stated in this agreement, or in the WCEH Disclosure Letter there is no pledge, lien or other encumbrance on, over or affecting the Shares, the shares of the Subsidiary or the assets of WCEH or the Subsidiary and there is no agreement or arrangement to give or create any such encumbrance and no claim has been made by any person to be entitled to any of the foregoing; (c) no consent, approval or other action by any shareholder of WorldPort is required for the consummation of any of the transactions contemplated by this Agreement other than the approval referred to in clause 3.1(a). 9.3 The Vendor and WorldPort shall not be liable in respect of any claim under the WCEH Warranties unless the Purchaser serves written notice of such claim setting out the nature of the claim and so far as is practicable its estimate of the amount claimed upon the Vendor and/or WorldPort by, in respect of claims in relation to Taxation, not later than the date following the expiry of five full accounting periods following Completion and, in respect of all other claims, by no...

Warranties by the Vendor. 4.1 The Vendor represents and warrants to the Purchaser that: 4.1.1 as of the date hereof, the Original Shares constitute (and as at Completion, the Shares constitute) 100% (one hundred per cent) of the issued and allotted share capital of the Company and the Vendor owns sole legal and beneficial title to the Original Shares at the date hereof and to the Shares as at Completion, free and clear from any Encumbrances; 4.1.2 all of the Original Shares are (and any additional shares of the Company that will be acquired by the Vendor prior to Completion will be) fully paid up and there are no agreements or arrangements in force, other than this Agreement, which grant to any person the right to call for the issue, allotment or transfer of any of the Shares; 4.1.3 the Company is duly incorporated and validly existing under the laws of the Republic of Cyprus; 4.1.4 the Vendor is a company duly incorporated and validly existing under the laws of the British Virgin Islands and has the right, power and authority to enter into, execute and perform this Agreement and has taken all necessary corporate action to authorise the execution and performance of this Agreement and this Agreement constitutes valid, legal and binding obligations on the Vendor enforceable in accordance with its terms. 4.2 The Vendor warrants to the Purchaser and its respective successors in title that the Vendor Warranties set out above in Clause 4.1 are true and accurate in all respects and shall continue to be true and correct in all respects up to and including Completion, as if repeated on such date. 4.3 Each of the Vendor 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.

Warranties by the Vendor. The Vendor warrants to the Purchaser that the warranties set out below are true and accurate in all material respects and are not misleading at the date of this agreement:

Warranties by the Vendor. 7.1 The Vendor represents and warrants to and with the Purchaser for itself and as trustee for the Company and its successors in title in the terms set out in Schedule 2 as at Completion . 7.2 The Warranties are given subject to matters fairly and accurately disclosed in the Disclosure Letter and save as expressly qualified under the terms of this Agreement. 7.3 To the extent that any particular item of Disclosure contained in the Disclosure Letter is not fair and accurate no disclosure shall be deemed to have been made in respect of each particular Warranty to which that item of disclosure relates. 7.4 Where any Warranty is expressed to be given "so far as the Vendor is aware", such term shall mean only that actual awareness of relevant facts, matters or circumstances covered by the relevant Warranty as is held by any of Charxxx Xxxx Xxxxxx, Xxbexx Xxxxxxxx Xxxrxxxx Xxx and Willxxx Xxxxxxx Greexxxxxx, xxing directors of the Vendor at the date hereof, and for the avoidance of doubt, none of such persons shall be required to undertake, or shall be deemed to have undertaken, any enquiries in relation to the subject matter of such Warranty. 7.5 Each of the Warranties is without prejudice to any other Warranty . 7.6 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion, or by the Purchaser failing to exercise or delaying the exercise of any right or remedy or by any other event or matter whatsoever save to the extent expressly provided in this Agreement and, except by the Purchaser giving to the Vendor a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 7.7 None of the information supplied by the Company and/or any of its directors or employees or its professional advisers prior to the date of this Agreement to any of the Vendor or its agents, representatives or advisers in connection with the Warranties and the Tax Deed and the contents of the Disclosure Letter, or otherwise in relation to the business or affairs of the Company, shall be deemed a representation, warranty or guarantee of its accuracy by the Company and or any of its directors or employees to the Vendor, and the Vendor waives any claims against the Company and or any of its directors or employees which it might otherwise have in respect of it except to the extent that the same arises as the result of the fraud wilful defau...

Warranties by the Vendor. 7.1 The Vendor warrants to the Purchaser that (subject to the provisions of this Agreement and in particular the exclusions and limitations in clauses 8, 9 and 11) each of the Warranties is true and accurate in all respects as at the date of this Agreement. 7.2 Each of the Warranties is a separate and independent Warranty and shall not be limited by reference to any other Warranty and the rights and remedies of the Purchaser in respect of any breach of this Agreement shall not be affected by Completion. 7.3 Any sum payable by the Vendor in respect of any Claim shall be treated as a reduction in the Consideration, save that the Consideration cannot be reduced below £1.00 (one pound sterling). 7.4 The Vendor indemnifies the Purchaser against any losses incurred by the Purchaser or the Company arising directly or indirectly out of the enforcement by the DNO of the indemnity provided by the Company to the DNO in clause 6.4 of the Connection Agreement.

Warranties by the Vendor. The Vendor warrants to the Purchaser that, save as disclosed in the Disclosure Letter, if at all, the Warranties set out in Schedule 2 are true and accurate in all material respects and that all facts contained in the Disclosure Letter are true and there are no material facts known to the Vendor which are inconsistent with any Warranty and which have not been disclosed by the Vendor in the Disclosure Letter. The Vendor shall have no liability to the extent that the circumstances, facts or events giving rise to any claim are set out or referred to in or annexed to this Agreement or the Disclosure Letter.