WARRANTIES OF THE SELLERS. Except as set forth in the Disclosure Letter, each Seller represents and warrants to the Purchasers, as at the Signature Date and at the Closing Date, as follows:
WARRANTIES OF THE SELLERS. 6.1 The Seller hereby warrants to the Buyer as of the date of this Agreement as follows:
WARRANTIES OF THE SELLERS. 3.01 Each Non-Management Seller warrants in the terms of the Warranties contained in Sections 3.03(c), and Section 3.05(vii).
3.02 Each of the Management Sellers jointly and severally warrants on behalf of himself or itself (as appropriate), to and for the benefit of, the Purchaser as of the Closing Date, the Tax Warranties and the following:
WARRANTIES OF THE SELLERS. Each Seller severally, but not jointly, hereby warrants (solely with respect to itself) to Purchaser as follows:
WARRANTIES OF THE SELLERS. 7.1 Seller A hereby warrants and represents to the Purchaser (for itself and for the benefit of its successors and assigns) that the Warranties contained in Schedule 2 covering the Seller's Management Period are true and accurate in all respects as at the date of this Agreement and will continue to be so up to the time of Completion and not misleading in any respect. For the avoidance of doubt, Seller A does not warrant any condition, status or occurrence, and shall not be liable for anything, that accrued or transpired before the commencement of the Seller's Management Period.
7.2 Seller B hereby warrants and represents to the Purchaser (for itself and for the benefit of its successors and assigns) that the Warranties contained in Schedule 3 are true and accurate in all respects as at the date of this Agreement and will continue to be so up to the time of Completion and not misleading in any respect.
7.3 The Warranties shall survive Completion insofar as the same are not fully performed on Completion.
7.4 Prior to the Completion Date, if any of the Warranties set out in Schedule 2 or Schedule 3 is found to be materially untrue, inaccurate or misleading or have not been fully carried out in any material respect, or in the event of the Seller becoming unable or failing to do anything required under this Agreement to be done by it at or before the Completion Date, the Purchaser may by notice in writing terminate this Agreement.
7.5 Seller A hereby undertakes to indemnify and keep indemnified on demand the Purchaser against any loss, liability, damages, claims, expenses and costs suffered by the Purchaser as a result of or in connection with any breach of any of the Warranties. The liability of the Seller for breach of Warranty under this Agreement shall not exceed KRW20,000,000,000.
7.6 Effective on the Completion Date, Seller A shall use for the benefit of the Purchaser all rights and interest that it has to the representations and warranties of the Previous Owners as sellers under the 2015 Purchase Agreement, including rights to the Holdback as security for those representations and warranties provided under the 2015 Purchase Agreement for the benefit of the Purchaser.
7.7 Seller A undertakes in relation to the Warranties that to the best of its knowledge, there is no other information of which it is aware, the omission of which would render any of the Warranties inaccurate, incomplete or misleading. Seller A undertakes to notify the Purchaser in writing o...
WARRANTIES OF THE SELLERS. 5.1 The Sellers warrant to the Purchaser that the Warranties as set forth in Schedule 3 are true and accurate and Sellers acknowledge that the Purchaser is entering into the Agreement in reliance upon each of the Warranties each of which is given as of the Completion Date, unless otherwise provided herein.
5.2 The Warranties and any other representation, or undertaking contained herein are given subject to any circumstances Disclosed or qualifications or reservations stated in the Disclosure Letter or expressly provided for under this Agreement.
5.3 Where any of the Warranties is made or given so far as the Sellers are aware or to the best of the Sellers knowledge, information and belief or any similar expression, such Warranty shall be deemed to have been made on the basis of actual knowledge or constructive knowledge after due and thorough inquiry concerning such matter by a prudent and diligent person.
WARRANTIES OF THE SELLERS. Subject to the qualifications and limitations set forth in this Agreement, and to the disclosures set out in the Disclosure Schedule, the Shareholders and/or the Warrant Holders, except for the warranties set forth in Section 5.1 below or unless otherwise stated in this Section 5, jointly and severally make the following warranties to the Purchaser as at the Signing Date.
WARRANTIES OF THE SELLERS. The Warranties are subject only to the exceptions specifically identified in this Agreement and its Exhibits and fully and accurately set out therein or on the face of the copy documents and papers annexed thereto. Each of the Warranties is a separate and independent warranty and shall not, and the liability of the Sellers hereunder shall not, be limited by or restricted by reference to or inference from any of the other Warranties, or any knowledge of any of the officers, employees or advisers of the Buyer who are officers employees or advisers of any Group Company. The Buyer acknowledges that it has had the opportunity to undertake and has undertaken a commercial and financial due diligence exercise in respect of the Company and the Subsidiaries. The Sellers warrant that all information supplied in writing by or on behalf of the Sellers in connection with such due diligence exercise in response to the due diligence questionnaire submitted to the Sellers is accurate in all material respects and that nothing has been omitted from such information or supplied which would render it misleading. Whilst with respect to disclosure the Warranties are subject only as provided in the first paragraph of this Section, the Buyer acknowledges that as at the Closing Date it has no actual knowledge of any material fact of circumstance revealed by the due diligence exercise which will result in the Buyer bringing a claim for breach of the warranties after the Closing. For the avoidance of doubt, the Sellers hereby waive any claims against the Group Companies which as employees of the Group Companies which they might have in connection with the giving of the warranties and the seeking of any disclosures against such warranties. The Sellers hereby jointly and severally warrant to the Buyer in the terms of the Warranties.
WARRANTIES OF THE SELLERS. As at the date of this Agreement the Sellers warrant to the Purchaser in the terms set out in schedule 3 subject to:
(a) any matter Disclosed in the Disclosure Letter (or treated by the Disclosure Letter as being disclosed);
(b) the limitations and qualifications set out in schedule 4.
WARRANTIES OF THE SELLERS. The Sellers warrant to the Purchaser that each of the statements set out in Sections 10.2 to 10.7 (Warranties of the Sellers) 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).
