WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 8.1 The Licensor warrants to the Licensee that it has full right and authority to grant the Rights to the Licensee and that the use by the Licensee of the Licensed Material in accordance with this Agreement will not infringe the rights of any third party.
8.2 The Licensor shall indemnify the Licensee for the amount of any award of damages against the Licensee by a court of competent jurisdiction as a result of any claim arising from a breach of the warranty in Clause 8.1 provided that the Licensee must inform the Licensor immediately upon becoming aware of any claim, not attempt to compromise or settle the claim and give reasonable assistance to the Licensor who shall be entitled to assume sole conduct of any defence and shall have the right at its option:
(a) to procure the right for the Licensee to continue using the Licensed Material;
(b) to make such alterations, modifications or adjustments to the Licensed Material that it becomes non-infringing without incurring a material reduction in performance or function; or
(c) to replace the Licensed Material with non- infringing substitutes provided that such substitutes do not entail a material reduction in performance or function.
8.3 The Licensor shall not be liable to the Licensee for any loss or damage whatsoever resulting from omissions or inaccuracies in the Licensed Material regardless of how caused. The Licensor does not warrant that access to the Licensed Material will be free from errors or faults. In the event of a fault, the Licensee shall notify Customer Support of the same by telephone, electronic mail or in writing.
8.4 Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any claim arising from:
(a) any failure or malfunction resulting wholly or to any material extent from the Licensee's negligence, operator error, use other than in accordance with the User Documentation or any other misuse or abuse of the Licensed Materials;
(b) the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Material; or
(c) the decompilation or modification of the Licensed Material or its merger with any other program or any maintenance repair adjustment alteration or enhancement of the Licensed Material by any person other than the Licensor or its authorized agent; or
(d) the Licensee or any Authorized User being unable to exercise the Rights due to the Licensed Material being unavailabl...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 11.1 Each of the Sellers severally warrants to the Purchaser in respect of each Set of Shares set out against his name in column 2 of Schedule 1 that he is the sole owner of his respective Set of Shares and he has and will at Closing have the right to sell and transfer full legal and beneficial title and ownership to and of his respective Shares free from all Third Party Rights.
11.2 Each of the Sellers severally warrants to the Purchaser in respect of each Set of Shares set out against his name in column 2 of Schedule 1 and the Business of the Target Company to which such Set of Shares relates, that each of the Warranties is true, accurate and not misleading at the date of this Agreement. For the avoidance of doubt:
(a) DLI will not be liable for any Claim relating directly or indirectly to affairs, assets or any other matters whatsoever relating to Geneva Industries Limited and/or Geneva Auctions Limited;
(b) SJ will not be liable for any Claim relating directly or indirectly to the assets, affairs or any other matters whatsoever relating to Xxxxxx Trading Limited and/or Geneva Auctions Limited; and
(c) DMD will not be liable for any Claim relating directly or indirectly to the assets, affairs or any other matters whatsoever relating to Geneva Industries Limited and/or Xxxxxx Trading Limited.
11.3 The Closing Warranties shall be deemed to be repeated immediately before Closing by reference to the facts and circumstances then existing as if references in the Closing Warranties to the date of this Agreement were references to the Closing Date.
11.4 Each Warranty shall be separate and independent and (except as expressly otherwise provided) no Warranty shall be limited by reference to any other Warranty.
11.5 Any claim by the Purchaser in connection with the Warranties shall be subject to the provisions of this clause 11 and Schedule 9. The Sellers acknowledge that the Purchaser is entering into this Agreement on the basis of the Warranties.
11.6 Each Seller agrees and undertakes to the Purchaser (for that Seller himself and as agent for each individual and entity referred to in this clause 11.6) that, except in the case of fraud, he has no rights against and shall not make any claim against any present or former employee, director, agent or officer of any Target Company or any member of the Purchaser Group on whom he may have relied before agreeing any term of or before entering into this Agreement or any other Transaction Document (including in relation t...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 8.1 GGO acknowledges that the Game Platform is software-based and that the Game Platform will not always run error-free or without interruption. AIL takes all reasonable precautions against software errors and bugs, but it does not warrant that the Game Platform will generate particular revenues or profits in use by GGO.
8.2 AIL hereby warrants that it is entitled to grant the rights set out in clause 2.1 to GGO on the terms set out in this Agreement.
8.3 Except as specifically provided in this Agreement, there are no warranties, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose made by AIL with respect to the Game Platform, or in respect of other items or transactions contemplated herein.
8.4 Each Party warrants its authority to enter into this Agreement, and that no obligation will be breached by doing so.
8.5 GGO hereby warrants and undertakes:
8.5.1 to use commercially reasonable endeavours to promote and extend the market for the Game Platform and that any advertising of the Game Platform shall be conducted in a responsible and appropriate manner;
8.5.2 not to incur any liability on behalf of AIL or in any way pledge or purport to pledge AIL’s credit or purport to make any contract binding upon AIL;
8.5.3 not to use the Game Platform, or any part thereof, for any purpose other than to the extent expressly permitted by this Agreement;
8.5.4 not to deface, remove, alter, appropriate, obscure, conceal or otherwise interfere with the Game Platform, or any part thereof, and to use the Game Platform only in the manner agreed or as prescribed in writing by AIL in its sole discretion from time to time;
8.5.5 not do anything that may reasonably be expected to bring AIL or AIL’s goodwill and repute, or that of the Game Platform, into disrepute;
8.5.6 to promptly call to the attention of AIL the use of the Game Platform or any part thereof, to the extent that GGO is aware of the same, by any third party or any activity of any third party which is reasonably likely, in the opinion of GGO, to amount to infringement or passing off of AIL’s rights in the Game Platform. AIL shall have the right to determine whether or not any action shall be taken on account of any such infringement or passing off. If required to do so, GGO shall co-operate fully with and assist AIL, at AIL’s expense, in the enforcement of any rights of AIL in the Game Platform;
8.5.7 that it and each Intervening Company h...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 3.1 The Intermediary warrants and represents that: as at the date of this Agreement and at all relevant times hereafter:
3.1.1 the Intermediary is in compliance with all Applicable Laws wherever it carries on business and shall continue to be so in connection with its performance of this Agreement;
3.2 it is authorised by the FCA to carry on activities as envisaged by and in connection with this Agreement which shall be limited to the UK only, it has full power and authority from each Client to act on its behalf, and it shall at all relevant times treat its Clients fairly and act in accordance with all relevant Applicable Laws at all times;
3.3 it shall ensure that all data submitted to the Company is accurate to the best of the Intermediary's knowledge and has been obtained through discussion with the Client;
3.3.1 the execution, delivery and performance by it of this Agreement is within its corporate capacity and powers and shall not constitute a breach of any of its existing contractual obligations and shall constitute valued and legally binding obligations on it;
3.3.2 it is a validly existing company duly incorporated under the laws of its country of incorporation; and
3.3.3 it has all relevant permissions (not being subject to any conditions) from the FCA to carry out regulated activities in connection with this Agreement.
3.4 The Intermediary hereby agrees and undertakes to indemnify the Company on demand against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any acts or omissions of the Intermediary or any third party appointed by the Intermediary, other than where the Intermediary or any third party appointed by the Intermediary is acting strictly in compliance with the terms of this Agreement.
3.5 The Intermediary undertakes that should any scope of any permission from the FCA be altered, suspended or revoked in any way, it shall notify the Company immediately in writing providing full details of the matter and the reasons for it. The Intermediary shall immediately notify the Company if it becomes aware of any breach of this clause 3 or any fact or circumstance which has affected, or which might affect its, FCA authorisation or its status or otherwise impact...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. This section contains certain warranties, undertakings and indemnities which you give to us and other persons.
9. WHAT IS PROMISED WHEN THESE VERIFICATION TERMS AND CONDITIONS ARE SIGNED
9.1 When you agree to these Verification Terms and Conditions, you agree, promise (warrant) and undertake that:
9.1.1 you are a Black Person or a Black Group (as applicable);
9.1.2 you are an Eligible Shareholder;
9.1.3 any information and documents which you provide (or have provided) to us, and/or any of our agents (including the Share Scheme Administration Agent and the BEE Verification Agent) are complete and accurate in all respects, and you acknowledge that we and any of our agents will rely on the completeness and accuracy of such information and documents;
9.1.4 you will be and remain the beneficial owner of the MTNZF Shares that you buy on the JSE;
9.1.5 subject to MTN's rights under the BEE Scheme Documents, nobody else has any rights to or over your MTNZF Shares;
9.1.6 you are not holding the MTNZF Shares for somebody else;
9.1.7 you will not try to sell MTNZF Shares belonging to someone else; and
9.1.8 if MTN (or its nominee) requires to purchase your MTNZF Shares, which MTN (or its nominee) may do under the BEE Scheme Documents (for example, if you are not actually a Black Person or Black Group, or you are not an Eligible Shareholder), then you agree that MTN (or its nominee) may instruct the Relevant Market Participants to transfer your MTNZF Shares to MTN (or its nominee) in terms of the BEE Scheme Documents. You further agree that the Relevant Market Participants may treat this instruction by MTN (or its nominee) as if it were an instruction by you.
9.2 When you sign the MTNZF BEE Contract you give certain undertakings and indemnities
9.3 When these Verification Terms and Conditions are signed on your behalf (including an Authorised Representative or a parent or guardian signing on behalf of a Minor) the person signing agrees, promises (warrants) and undertakes that:
9.3.1 he/she confirms that he/she has read, understood and agrees to these Verification Terms and Conditions;
9.3.2 he/she is authorised to sign these Verification Terms and Conditions on your behalf;
9.3.3 he/she is authorised and competent to provide your Personal Information to us; and
9.3.4 if you are a Minor, he/she agrees that we may use your Personal Information in the manner set out in the Privacy Policy.
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 14.1 Pricing Services: Subject to clause 14.2, Transpower warrants that:
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 4.1 Validity of agreement Each party, in respect of itself, represents and warrants to each other party each of the matters set out in part 1 of schedule 2. --------------------------------------------------------------------------------
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 Apricot hereby warrants and confirms that neither it, nor the Service Providers, nor the Intervening Companies, nor the Operators or any of their employees and associated parties will attempt to or permit any other party to attempt to:
5.1.1 view any of the coding of the Games or any software provided to Apricot by Games Global;
5.1.2 reverse engineer any of the coding of the Games or any software provided to Apricot by Games Global;
5.1.3 disassemble or decompile any of the coding of the Games or any software provided to Apricot by Games Global;
5.1.4 monitor or in any way replicate (in form or function) the Games, or any part of the Games or any software provided to Apricot by Games Global;
5.1.5 make use of any data generated by the Games save in the ordinary course of the Operator’s gaming business; or
5.1.6 alter or modify any part of the Games.
5.2 Apricot warrants that it will comply with all applicable data protection legislation that may apply to it in any jurisdiction and in relation to the use of personal information concerning Games Global or any customers, employees or other individuals related in any way to Games Global.
5.3 Each Party warrants its authority to enter into this Agreement, and that no obligation will be breached by doing so.
5.4 Apricot hereby warrants and undertakes:
5.4.1 that any advertising of the Games shall be conducted in a responsible manner;
5.4.2 that neither Apricot, nor any Service Provider shall access the Games, or any part thereof, for any purpose other than to the extent expressly permitted by this Agreement;
5.4.3 that neither Apricot, nor any Service Provider shall deface, alter, appropriate, obscure, conceal or otherwise interfere with the Games, or any part thereof, and to access the Games only in the manner agreed or as prescribed in writing by Games Global in its sole discretion from time to time.
5.4.4 not do anything that may reasonably be expected to bring Games Global or Games Global’s goodwill and repute, or that of the Games into disrepute;
5.4.5 to promptly call to the attention of Games Global, the use of the Games or any part thereof, to the extent that Apricot is aware of the same, by any third party or any activity of any third party which is reasonably likely, in the opinion of Apricot, to amount to infringement or passing off of Games Global’s rights in the Games. Games Global shall together have the right to determine whether or not any action shall be taken on account of any such infring...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 7.1 Each of the parties severally warrants to each of the other parties on the date hereof that:
(a) it has the requisite power and authority to enter into and perform this Agreement;
(b) this Agreement constitutes the binding obligations of that party in accordance with its terms;
(c) the execution and delivery of, and performance of that party’s obligations under, this Agreement will not:
(i) result in a breach of any provision of that party’s constitutional documents;
(ii) result in a breach of, or constitute a default under, any instrument to which that party is a party or by which it is bound, to an extent that is material in the context of the Transactions; or
(iii) result in a breach of any order, judgment or decree of any court or governmental agency or any applicable Law or regulation to which that party is a party or by which it is bound.
7.2 News Corporation warrants to the Bidcos on the date hereof that:
(a) NDS Holdco is the legal and beneficial owner of all of the B Shares and that the entire issued share capital of Target is comprised of 16,187,253 A Shares, the B Shares and the Deferred Shares; and
(b) the material agreements set out in Schedule VI to this Agreement, each of which are or were once (should that agreement have since elapsed or been terminated) in place between News Corporation (and/or members of its Group) and Target (and/or another member of the Target Group), have been disclosed to the Bidcos.
7.3 Target confirms and undertakes that it has timely filed all reports, proxy statements, registrations statements, forms, schedules and other documents (including all exhibits, schedules and annexes thereto) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, with the SEC from 1 January 2005 to the date hereof (as amended to date, the “Target SEC Documents”). Target warrants to each of the other parties that, on the date hereof:
(a) as of their respective dates, or, if amended, as of the date of the last such amendment, the Target SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. None of the Target SEC Documents at the time they were filed or, if amended, as of the date of such amendment contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under whic...
WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 6.1 Each Seller respectively warrants to the Purchaser of the applicable Set of Shares and in relation only to itself, the applicable Set of Shares and the applicable Target Company, as at the date of this agreement, in the terms of the Warranties set out in Error! Reference source not found.. The Warranties are given subject to:
(a) any matters fairly disclosed by or under the terms of the Disclosure Letter and any matters fairly disclosed by or under this agreement, the Hive-Out Agreement or any other agreement or document referred to in this agreement;
(b) the other limitations and qualifications set out in this clause 6 and in Error! Reference source not found. and
(c) the limitations and qualifications set out in the Tax Covenant insofar as they are expressed to apply to the Tax Warranties.
6.2 The Purchasers acknowledge and agree that:
(a) any Claims shall be subject to the limitations on liabilities and other provisions set out in Error! Reference source not found., on and subject to the terms of that Schedule;
(b) the Warranties are the only warranties or representations of any kind given by or on behalf of the Sellers or any other member of the Sellers’ Group on which the Purchasers or any other member of the Purchaser Group may rely in entering into this agreement; and
(c) save as otherwise set out in any other Transaction Document, no other statement, promise or forecast made by or on behalf of the Sellers or any other member of the Sellers’ Group may form the basis of any claim by the Purchasers or any other member of the Purchasers’ Group under or in connection with this agreement or any Transaction Document; without limitation, the Purchasers acknowledge and agree that no member of the Sellers’ Group makes any representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchasers or their Affiliates or to its or their advisers on or prior to the date of this agreement (including those contained in the Information Memorandum and any documents in the Data Room), for the avoidance of doubt this sub-paragraph is without prejudice to the Warranties.
6.3 None of the limitations in this clause 6 or Error! Reference source not found. shall apply to any Claim which arises (or to the extent that it is increased) as a consequence of fraud or fraudulent misrepresentation by any member of the Sellers’ Group.
6.4 Each Purchaser respectively warrants to the Sellers in ...
