Warranties of the Seller. The Seller warrants to the Purchaser that each of the statements set out in Sections 9.2 to 9.7 (Warranties of the Seller) is true and accurate as of the Execution Date (which warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such warranties to the Execution Date were references to the Closing Date).
Warranties of the Seller. 12.1 The Seller warrants (garandeert) to the Purchaser that each of the warranties included in this Clause 12 is true, accurate and not misleading on the date on which these representations are provided as set out in this Clause 12.
12.2 The Seller warrants (garandeert) to the Purchaser that on the Transfer Date:
(a) the Seller has the right to transfer the Property; and
(b) the Property shall not be subject to any claim by a local authority and no third party is using it without any right or title other than for the completion of the Fit-out Works and the Capex Works and related maintenance works.
12.3 The Seller warrants (garandeert) that the entering into and performance by the Seller of, and the transactions contemplated by, this Agreement do not and will not conflict with:
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.
12.4 The Seller warrants (garandeert) to the Purchaser that, as far as the Seller is or should reasonably be aware, any and all material information, material documents and material "faults", relevant in respect to the Property, including all visible and non-visible defects, limitations, expenses, and constraints, which condition is not limited to the legal, technical, environmental, fiscal, and zoning plan status of the Property and soil pollution have been truly and in material aspects completely disclosed to the Purchaser through the Disclosed Information, taking into account that the Property has not yet been occupied by the Seller. Notwithstanding the preceding sentence, any information about facts known to the Purchaser or that should have been known to the Purchaser from its own investigation do not need to be disclosed by the Seller.
12.5 The Seller warrants (garandeert) that on the later of (i) the Transfer Date or (ii) the 1st day of March 2015, the regular schemes and all preventive and corrective measures to minimise, control and eliminate any risk of Legionella in the Property are performed.
12.6 The Seller represents (verklaart) and warrants (garandeert) that (subject to the limitations set out in Clause 14), on the Signing Date and as far as the Seller is aware:
(a) no orders concerning the Property, or any part thereof, have been prescribed by the authorities that have not yet been performed and no such orders have b...
Warranties of the Seller. The Seller warrants to the Purchaser that the statements contained in this Section 3.1 are true, accurate and not misleading as of the date of this Agreement and will be true, accurate and not misleading as of the Closing Date (and to that end shall be deemed repeated again at such date, as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.1).
Warranties of the Seller. 3.1 The Seller warrants to the Purchaser on the date of this agreement that:
(a) the Seller is duly incorporated and validly existing under the laws of Delaware;
(b) the Trustee is duly incorporated and validly existing under the laws of England and Wales;
(c) each of the Seller and the Trustee has the power and authority to execute and deliver this agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
(d) this agreement constitutes legal, valid and binding obligations of the Seller and the Trustee in accordance with its terms;
(e) this agreement has been duly executed and delivered by the duly-authorised representatives of the Seller and the Trustee;
(f) the Seller is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Shares and to procure the transfer of the legal ownership of the Shares by the Trustee and that such Shares are sold fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights attaching to them on or after 25 April 2018, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after 22 September 2018.
3.2 Each of the warranties set out in clause 3.1 above is separate and independent and is not limited by reference to any other warranty.
3.3 Each of the Seller and the Trustee irrevocably undertakes to execute any further documents, take any further action and give any further assurance which may be required to transfer legal and beneficial title to any of the Shares to the Purchaser or as otherwise may be necessary to give full effect to this agreement.
Warranties of the Seller. The Seller warrants to the Purchaser, in the form of an independent promise of guarantee (unabhangiges Garantieversprechen), that the following statements, as at the Effective Date, are true and correct:
1. The Seller has the right to freely dispose of the assets sold pursuant to Article 1 and 2 of this Agreement without any third parties' consent being required and without such a disposal infringing the rights of third parties. The Seller is the legal and beneficial owner of all assets sold pursuant to Article 1 subsection 1 and Article 2 of this Agreement. Such assets are free of all encumbrances or any other rights in favor of third parties and are in good operating and maintenance condition.
2. The validity or enforceability of the contracts transferred pursuant to Article 3 of this Agreement has not been legally contested or challenged. No such contract has been terminated nor, to the best knowledge of the Seller, is any such termination pending. Neither the Seller nor, to the best knowledge of the Seller, its respective contractual partner, has breached, or is in default with respect to, any such contract.
Warranties of the Seller. Subject to the schedules as referenced herein below and attached hereto, the Seller makes the following warranties, all of which are made as of the Signing Date, unless otherwise stated in this Clause 6. The Parties specifically agree and acknowledge that what is set out in Clause 4.2(a) shall not affect the date as of which the Warranties are made.
Warranties of the Seller. 4.1. The "SELLER" hereby warrants to the "BUYER", in addition to any representations, representations, warranties, or obligations contained in this "CONTRACT", as of the date of execution of this "CONTRACT" that:
4.1.1. The background of this "CONTRACT" and the statements made by the "SELLER" are true, and they recognize that such statements and background have been the determining reason for the will of the "BUYER" to acquire "THE ASSETS" object of the purchase and sale set forth in this instrument.
Warranties of the Seller. 8.1 The Seller warrants that the Equipment will be free from any defects, hidden or not in design, material and workmanship at the time of acceptance or any defects, hidden or not in design, material and workmanship which develop under normal use and that the Equipment will be fit for the purpose for which the Purchaser is purchasing the Equipment The Seller further warrants that the Equipment will not infringe the intellectual property rights of any third party.
8.2 The Seller shall promptly and at its costs and expenses (including but not limited to all labor costs and traveling costs) repair or, if necessary, replace the materials, parts or equipment found to be defective.
8.3 Any costs and risk of transportation and replacement of th defective materials, parts or equipment including the costs for de-installation and r installation, shall be borne by the Seller.
8.4 The Seller shall have no liability under the warranties set forth in sections 8.1, 8.2 and 8.3 so far as any defects arise
(i) due to ordinary wear and tear,
(ii) as a result of willful damage or negligence of the Purchaser or damages due to inappropriate operation by the Purchaser (iii) in the event that the Purchaser has performed material physical modifications to the Equipment without the authorization by the Seller or any modification performed without the authorization of the Seller that is the cause of the defect
8.5 The Seller shall have available for performing its duties hereunder and delivering and installing the Equipment in due time, all required tools, accessories and labor.
8.6 The Seller has, and shall have caused the manufacturer to have, fully compiled with and will comply with all laws and regulations applicable to the Equipment in Belgium (including health and safety standards), as well as all EU regulations and legislation applicable to equipment identical to or of the same type as the Equipment
8.7 [OMITTED CONFIDENTIAL INFORMATION]
8.8 As a guarantee for the due performance by the Seller of its warranty obligations under this - Article 8, the Purchaser shall retain 5% of the purchase price of the Equipment until one year following the Installation Completion Date, it being understood that this retainer is not to be construed as a limitation on the rights of the Purchaser to claim full compensation of its prejudice if the warranty obligations of the Seller are not satisfied.
Warranties of the Seller. The Seller warrants to the Buyer that as of the date of this Agreement and as of Closing the statements contained in Appendix 4 are correct.
Warranties of the Seller. The Seller warrants to the Buyer that the statements set out in the subsequent provisions of this Clause 9 (collectively the “Seller’s Warranties”) are correct at the Agreement Date and the Completion Date, or such date specifically stated in a specific Seller’s Warranty.
1. The Seller’s right and power
1. The Seller has the requisite power and authority to execute and perform this Agreement and any other documents and instruments to be executed by the Seller under this Agreement and all necessary corporate and other actions to authorize and empower the Seller’s said execution and performance have been taken.
2. This Agreement constitutes, and the other documents and instruments to be executed by the Seller under this Agreement will (when executed) constitute, valid and binding obligations of the Seller in accordance with their respective terms.
3. The Seller’s execution and performance of this Agreement or any document or instrument to be executed by the Seller under it do not and will not:
