Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:- 9.1.1 are reasonably suitable for the purposes for which the goods are generally intended; 9.1.2 are of good quality, in good working order and free of defects; 9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects. 9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition. 9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots. 9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser (b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser. 10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 3 contracts
Samples: Offer to Purchase, Offer to Purchase, Offer to Purchase
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order 8.1 The Sellers represent and free of defects;
9.1.3 comply in general with the requirements warrant jointly and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard severally to the intended use of Buyer in the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically terms set out in this agreement, Schedule 5 and each party acknowledges that the Seller has made no representation and given no warranties in respect terms of the subject matter of this agreement or in respect of anything relating thereto Schedule 5 and this sale is accordingly voetstootsclause 8 are in the circumstances fair and reasonable.
9.4 8.2 The Seller warrants Warranties are given subject to matters fully, fairly and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior accurately disclosed in sufficient detail to registration of enable the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior Buyer to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller understand their nature and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into scope in the personal capacity Disclosure Letter (‘Disclosed’) but no other information of which the person who signed this agreement as Purchaser Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the PurchaserBuyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded.
10.2 If 8.3 In so far as the Purchaser acts Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement.
8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement.
8.5 Each of the Sellers undertakes with the Buyer that -
(a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as representative if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and
(b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a third party and fails prudent purchaser for value to disclose purchase the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of Shares on the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity Agreement.
8.6 If any of the person who signed this agreement as Purchaser Warranties shall prove to be untrue or on behalf misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the PurchaserBuyer’s Group) on demand -
(a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or
(b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading.
8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Liquid Holdings Group LLC), Share Purchase Agreement (Liquid Holdings Group LLC)
Warranties. 9.1 In terms of 6.1 The Buyer is entering into this agreement on the provisions of basis of, and in reliance on, the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-Warranties.
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order 6.2 The Sellers warrant and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard represent to the intended use of Buyer that each Warranty is true, accurate and not misleading on the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter date of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsexcept as Disclosed.
9.4 The Seller warrants and acknowledges that he/it is not aware 6.3 Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any special levies that have been raised, or will be raised, after signature of this Agreement but prior other remedies available to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registrationit, if possible/any Warranty is breached or proves to be untrue or misleading, the Sellers shall pay to the Buyer on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)demand:
(a) All amounts payable the amount necessary to put the Body Corporate Company into the position they it would have been in terms of Section 37(1) of if the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has Warranty had not been disclosed by the Seller to the Purchaserbreached or had not been untrue or misleading; and
(b) If all costs and expenses (including, without limitation, damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether directly or indirectly arising) incurred by the TrusteesBuyer or the Company as a result of such breach or of the Warranty being untrue or misleading (including a reasonable amount in respect of management time). A payment made in accordance with the provisions of clause 6.3 shall include any amount necessary to ensure that, after registration any Taxation of transfer imposes a special levy the payment, the Buyer is left with the same amount it would have had if the payment was not subject to meet expenses Taxation.
6.4 Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Sellers after they have made all reasonable and careful enquiries.
6.5 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.
6.6 With the exception of the matters Disclosed, no information of which the Buyer and/or its agents and/or advisers has knowledge (actual, constructive or imputed) or which could have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable discovered (whether by investigation made by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes Buyer or made on its behalf) shall prejudice or prevent any resolution imposing a special levy to cater for Claim or reduce any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionamount recoverable thereunder.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (Capital Markets Technologies, Inc.), Share Purchase Agreement (Capital Markets Technologies, Inc.)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right With respect to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreementExhibit A hereto, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Vendor:
(a) All amounts payable warrants to the Body Corporate Purchaser in the terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share set out in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the PurchaserExhibit A;
(b) If accepts that the Trustees, after registration Purchaser is entering into this Agreement in reliance upon each of transfer imposes a special levy the Warranties;
(c) undertakes to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund disclose to the Purchaser such amount anything which is or may be a breach of or inconsistent with, any of the Warranties immediately when it becomes payable by comes to their notice; and
(d) undertakes (in the event of any claim being made against them in connection with the sale of the Contracts and Assets to the Purchaser. If after acceptance hereof but ) not to make any claim against any Assumed Employee on whom they may have relied before transfer agreeing to any term of this Agreement or giving any warranty or representation or undertaking.
9.2 Each of the Warranties set forth on Exhibit A hereto shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.
9.3 The liability of the Vendor for Claims with respect to the Warranties set forth on Exhibit A hereto shall be limited as follows:
(a) the Vendor shall not be liable for a Claim unless the aggregate amount of the liability of the Vendor under all Claims exceeds £10,000 and, in the event, that such sum is effectedexceeded, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser Vendor shall be liable for the payment full amount and not just the excess whether under a single Claim or a series of Claims;
(b) a Claim shall be unenforceable unless written particulars thereof (giving details of the specific matter in respect of which such Claim is made and the estimated amount thereof, each as then known to the Purchaser) shall have been given to the Vendor by the date which is twelve months after the first anniversary of the Completion Date; and any claim duly notified shall become and unenforceable at the end of two years from notification unless proceedings have been served on the Vendor, and
(c) the aggregate maximum liability of the Vendor under the Warranties for any Turbine shall be capped at the amount of the total consideration set out in clause 4.1 (l) . The Seller warrants that he This Clause 9.3 is not aware applicable to liabilities related to PGP obligations. For the avoidance of doubt, nothing in this Agreement shall exclude and/or in any way limit any liability of the Vendors arising as a result of any such pending resolutionfraud, wilful concealment or dishonesty.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Contracts and Assets, Agreement for the Sale and Purchase of Contracts and Assets (Northern Power Systems Corp.)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 6.1. Subject to the intended use following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable at the Seller’s place of incorporation at the time when risk passes to the Buyer. The Seller does not undertake any warranty in respect of defects caused by improper handling, wear and tear, storage, any alteration of the goods for residential purposes, that by the provisions Buyer or any use by the Buyer in a manner which adversely affects the performance of the Consumer Protection Act has been complied with in all respectsgoods or other negligent acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability.
9.2 The Purchaser having satisfied herself as to the state 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
6.3. Differences in qualities, dimension, weight and quantities customary in trade shall not constitute grounds for warranty claims.
(i) In case of the Property supply of fine papers a delivery shall be deemed to have accepted been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the dwelling papers delivered by the Seller to the Buyer do not exceed the tolerances as agreed in good order and condition.
9.3 Save as specifically writing or set out in this agreementsection 17 below. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and packaging. In the case of reels and uncounted sheets the weight shall apply gross for net; in the case of reels the wrappings, cores and bungs and in the case of sheets the wrappings shall be included in the weight.
(ii) In case of supply of printed products process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines shall not be considered to be defects.
6.4. The Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has made no representation and given no warranties approved thereof in respect writing. For claims in connection with defects, the following provisions shall apply:
a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are to be notified by the Buyer to the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the subject matter delivered goods and/or after delivery;
b) in case of this agreement defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer to the Seller forthwith, however, in respect any case within seven days after delivery;
c) in case of anything relating thereto and this sale is accordingly voetstootsdefects in quality which cannot be determined by visual inspection or by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted.
9.4 6.5. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify the Seller in case of defects or unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from the Seller warrants being used as component for tobacco products, packing of food, bottling and acknowledges that he/drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products.
6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall be excluded.
6.7. Until the facts of the case have been ascertained, the Buyer shall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is not aware of suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration case within the deadline provided in the forwarding contract.
6.8. If the quantity of the Propertygoods delivered by the Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency.
6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a special levy is raisedreduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by way law.
6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded.
6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registrationdelay in acceptance, if possible/on an equal basis/by the Seller/by the Purchaserany, shall be included in such seven- months period.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms 6.12. The fulfilment of Section 37(1) any warranty obligations of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund be subject to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes Buyer fulfilling any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware and all of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyits Contractual obligations, in compliance with section 25 (14) of Act 95 of 1986particular its payment obligations as agreed.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Warranties. 9.1 In terms 5.1 The Vendor hereby warrants to the Purchaser (both for themselves and as trustee for all other members of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Propertyenlarged Group) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state accuracy of the Property Warranties.
5.2 The Warranties are given subject to the statements of fact fairly disclosed in the Disclosure Letter and which if not so disclosed would have rendered a Warranty untrue and which disclosures the Vendor warrants represents and undertakes to be true and accurate and not misleading.
5.3 Each of the Warranties shall be deemed a separate Warranty and shall in no way be limited or reduced by reference to the terms of any other Warranty.
5.4 The Purchaser has entered into this Agreement on the basis of the Warranties and in reliance on them.
5.5 The Purchaser warrants that at the date hereof it has no knowledge of any fact or matter which may render any Warranty untrue.
5.6 In the event of a breach of any of the Warranties the Vendor shall not be entitled to disclaim liability therefor on the grounds that loss in respect thereof has been suffered by the relevant Group Company rather than by the Purchaser nor raise as a defence the fact (if it be the case) that the relevant Group Company and/or its employees officers agents or advisers had or ought to have accepted had at any time knowledge of the dwelling in good order and conditionbreach complained of.
9.3 Save 5.7 No proceedings shall be commenced in respect of any claim for breach of the Warranties or the Deed of Covenant unless:-
5.7.1 notice giving reasonable details of the claim:
5.7.1.1 shall, in the case of any claim other than a claim relating to Taxation, have been delivered to the Vendor by the Purchaser as specifically set out soon as reasonably practicable after it has become aware of it and in any event not later than twenty-one months after the date of Completion; and
5.7.1.2 insofar as such breach relates to Taxation, shall have been delivered to the Vendor by the Purchaser as soon as reasonably practicable after it has become aware of it and in any event within seven years of the date of Completion; and
5.7.2 the amount of each claim exceeds (pound)2,500 and when aggregated with all the other claims exceeds (pound)50,000 in which event the full amount (and not only the excess) may be claimed under legal proceedings. The limitations in this agreementClause 5.7 and in Clauses 5.8 to 5.10 and 5.12 shall not apply in the case of fraud by the Vendor.
5.8 The total amount of the liability in respect of any and all claims under the Warranties and the Deed of Covenant shall be limited to (pound)2,500,000.
5.9 If, subsequent to any payment by the Vendor to the Purchaser in respect of any Warranty claim or any claim under the Deed of Covenant, the Seller has made no representation and given no warranties Group or the Purchaser or either of them receives any payment from any third party in respect of the loss suffered by the Company which resulted in the claim, the Purchaser shall reimburse to the Vendor the amount so recovered less all reasonable costs and expenses (including any Tax liability) of the recovery but including in addition any interest or repayment supplement paid by the Inland Revenue or HM Customs & Excise and the Purchaser shall and shall procure that the Group shall use all reasonable endeavours to enforce any rights to make any such recovery from any third parties subject to the Purchaser and the Group being indemnified and secured to their reasonable satisfaction by the Vendor against all losses, liabilities, costs and expenses properly and reasonably incurred in connection with the enforcement of such rights.
5.10.1 Upon the Purchaser or the Group becoming aware of any claim, action or demand ("a Claim") against the Company or any matter ("a Relevant Matter") likely to give rise to any of this agreement or these in respect of anything relating thereto and this sale is accordingly voetstoots.the Warranties or the Deed of Covenant, then provided that the Purchaser's claim against the Vendor shall not be prejudiced the Purchaser shall:
9.4 The Seller warrants and acknowledges that he/5.10.1.1 as quickly as reasonably possible, notify the Vendor by written notice as soon as it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund reasonably clear to the Purchaser that the Vendor is or may become liable under the Warranties or the Deed of Covenant and in the case of a matter relating to Taxation provide reasonably sufficient details of such amount when it becomes payable by claim, details of the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater due date for any future improvements payment and the time limits for any appeal, as soon as possible and in any event not more than 14 days after the Purchaser or the Group becomes aware of such claim;
5.10.1.2 at the request of the Vendor, allow the Vendor to take the scheme sole conduct of such actions as the Vendor may deem reasonably appropriate in connection with any such Claim in the name of the appropriate Group company and in that connection the Group and the Purchaser shall give or cause to be liable given to the Vendor all such assistance as he may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such Claim; and
5.10.1.3 take all reasonable action to mitigate any loss suffered by it or any member of the Group of which a Claim could be made under the Warranties;
5.10.1.4 give such information to the Vendor and his professional advisers as the Vendor may reasonably request for the payment thereof. The Seller warrants that he is not aware purpose of any such pending resolutionthe Vendor exercising his entitlement as specified in sub-clause 5.
9.6 The Seller hereby discloses 10.1.2 provided that a real right of extension over the scheme, is registered in favour of Vendor and his professional advisers shall keep all such information confidential save only as may be required for the Body Corporate/Developer and the Purchaser is hereby informed purposes of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.claim;
Appears in 2 contracts
Samples: Acquisition Agreement (Transmedia Europe Inc), Acquisition Agreement (Transmedia Asia Pacific Inc)
Warranties. 9.1 In terms 11.1.1 The Company makes the Warranties set out in this Clause 11 (Warranties) to the Subscriber on the date of this Agreement and immediately prior to the issuance of the provisions Subscription Shares.
11.1.2 The Warranties given pursuant to Clause 11.1.1 on the date of this Agreement and immediately prior to the issuance of the Consumer Protection ActSubscription Shares are subject to any matters fairly disclosed in the Signing Disclosure Letter.
11.1.3 The Business Warranties to be given by the Company immediately prior to the issuance of the Subscription Shares (but not, 19 for the avoidance of 2008doubt, it is recorded that any other Warranties to be given at such time or at any other time pursuant to this Agreement) shall be subject to any events or matters which are fairly disclosed in the Purchaser has the Closing Disclosure Letter and no right to receive goods claim for damages as a result of a breach of any such Business Warranty shall arise in favour of the Subscriber in the case of any such Business Warranty being untrue or inaccurate immediately prior to the issuance of the Subscription Shares if (and solely to the extent that) the relevant event or matter is fairly disclosed in the Closing Disclosure Letter, provided that (in this instance each case) any such event or matter could not reasonably have been avoided or prevented by the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good qualityCompany, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 any other member of the Consumer Protection Act; Group (as applicable) or their respective directors, officers, employees and agents.
11.1.4 Any Warranty qualified by the Purchaser accordingly acknowledges and records that she has satisfied herselfexpression “so far as the Company is aware” or any similar expression shall, having inspected the goods and having regard unless otherwise stated, be deemed to refer to the intended use actual knowledge of [***] and [***] at the time the Warranty is given (with no imputation of the goods for residential purposesknowledge of any other person), provided that where the provisions of expression “so far as the Consumer Protection Act has been complied with Company is aware” is used in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Clause 11.15 (Anti-Corruption Laws, Sanctions Laws and other), then it shall be deemed to have accepted refer to the dwelling actual knowledge of [***] and [***] at the time any relevant Warranty contained in good order Clause 11.15 (Anti-Corruption Laws, Sanctions Laws and condition.
9.3 Save as specifically set out in this agreement, the Seller has made other) is given (with no representation and given no warranties in respect imputation of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware knowledge of any special levies that have been raisedother person). For the avoidance of doubt, or will be raised, after signature any deemed actual knowledge of this Agreement but prior to registration [***] and/or [***] for the purposes of the Property. In the event that a special levy is raised, by way of a special resolution passed any Warranty qualified by the trustees of expression “so far as the body corporate, after date of signature of Company is aware” or any similar expression shall not create any liability for such persons under the Warranties or this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserAgreement.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Subscription Agreement (Lifezone Metals LTD), Subscription Agreement (Lifezone Metals LTD)
Warranties. 9.1 In terms of If any warranty clause is incorporated below under Clause 37, Special U.S. Government Provisions, or in the Special Provisions, such warranty provisions are in addition to the provisions in this clause to the extent to which they are consistent. To the extent its provisions are inconsistent with this clause, the provisions of any warranty incorporated under Clause 37 or in the Consumer Protection ActSpecial Provisions shall prevail. In addition to all other express or implied warranties, 19 of 2008, it is recorded Seller warrants that the Purchaser has Goods will be: (i) free from defects in workmanship and materials; (ii) free from defects in design except to the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 extent that such Goods comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Actdetailed designs provided by Buyer; and (iii) in conformity with all the Purchaser accordingly acknowledges other requirements of this Purchase Order. These warranties, and records that she has satisfied herselfall other warranties, having inspected express or implied, shall survive delivery, inspection, acceptance, and payment. In addition to any other rights or remedies Buyer may have, if Goods are found not to be as warranted within a period of one (1) year after acceptance by Xxxxx, Buyer may return such Goods to Seller at Seller's expense for correction, replacement or credit, as Buyer may direct. Any Goods corrected or furnished in replacement shall from the goods and having regard date of delivery of such corrected or replacement Goods, be subject to the intended use of the goods for residential purposes, that the provisions of this Clause for the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as same period and to the state same extent as Goods initially furnished pursuant to this Purchase Order. In addition to any other rights Buyer may have, if the Services are found not to be performed as warranted within a period of one (1) year after the conclusion of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect performance of the subject matter Services by Seller, Seller shall, at Buyer's option, either refund to Buyer the amount paid for the Services, or perform the Services again in a proper manner to the extent necessary to provide Buyer with the result originally contemplated by Buyer. With respect to Goods found not to be as warranted, Seller shall bear the costs, if any, of this agreement inspection, disassembly, reassembly, retesting and any other similar costs incurred in connection with, or in respect as a consequence of, correction, repair or replacement of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of Seller’s Goods, including any special levies that such costs associated with assemblies into which Goods have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given monthincorporated. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the TrusteesGoods corrected or furnished in replacement shall, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to from the date of registration delivery of transfersuch corrected or replacement Goods, the Seller shall refund be subject to the Purchaser such amount when it becomes payable by provisions of this Clause for the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements same period and to the scheme the Purchaser same extent as Goods initially furnished pursuant to this Purchase Order. All warranties shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionrun to Buyer and to Buyer’s customer.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Warranties. 9.1 In terms 5.1 The Seller and each of the provisions Warrantors acknowledge that the Buyer is entering into this agreement on the basis of the Consumer Protection ActWarranties.
5.2 The Seller and each of the Warrantors warrant to the Buyer that except as Disclosed, 19 each Warranty is true, accurate and not misleading on the date of 2008, it is recorded that the Purchaser has this agreement.
5.3 Without prejudice to the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herselfBuyer to claim on any other basis or take advantage of any other remedies available to it, having inspected the goods and having regard if any Warranty is breached or proves to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreementuntrue or misleading, the Seller has made no representation and given no warranties in respect each of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior Warrantors shall pay to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, Buyer on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)demand:
(a) All amounts payable the amount necessary to put the Body Corporate Company into the position they would have been in terms of Section 37(1) of if the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has Warranty had not been disclosed by the Seller to the Purchaserbreached or had not been untrue or misleading;
(b) If all costs and expenses (including, without limitation, damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether arising directly or indirectly) incurred by the TrusteesBuyer or the Company as a result of such breach or of the Warranty being untrue or misleading; and
(c) any amount necessary to ensure that, after registration any Taxation of transfer imposes a special levy payment made in accordance with clause 5.3(a) or clause 5.3(b), the Buyer is left with the same amount it would have had if the payment was not subject to meet expenses Taxation.
5.4 Warranties qualified by the expression so far as the Seller or the Warrantors are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller and each Warrantor after they have made all reasonable and proper enquiries of:
(a) The other Warrantors, directors, company secretary and employees of the Company and Seller
(b) The accountants and legal advisers for the Company and the Seller.
5.5 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.
5.6 Except for the matters Disclosed, no information of which the Buyer, its agents or its advisers has knowledge (in each case whether actual, constructive or imputed), or which could have been underestimated for discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any period up Claim or reduce the amount recoverable under any Claim.
5.7 The Seller agrees that the supply of any information by or on behalf of the Company, or any of its employees, directors, agents or officers (Officers) to the date of registration of transferSeller or their advisers in connection with the Warranties, the Seller Disclosure Letter or otherwise shall refund not constitute a warranty, representation or guarantee as to the Purchaser accuracy of such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered information in favour of the Body Corporate/Developer Seller. The Seller unconditionally and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, irrevocably waives all and such entity is not formed within 30 (Thirty) days any rights and claims that it may have against any of the conclusion of this agreementCompany, the or the Officers on whom that Seller has, or may have, relied in connection with the entity does not ratify this agreement within 30 (Thirty) days preparation of the conclusion thereofDisclosure Letter, or agreeing the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and further undertakes to the agreement will be regarded as entered into in the personal capacity Buyer not to make any such claims.
5.8 The rights and remedies of the person who signed this agreement as Purchaser Buyer in respect of any Claim or on behalf of claim under the PurchaserTax Covenant shall not be affected by Completion.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (Advanced Accelerator Applications S.A.), Share Purchase Agreement (Advanced Accelerator Applications S.A.)
Warranties. 9.1 In terms (a) LMI warrants that the Sestamibi Products supplied hereunder; will (i) be free from defects in material and workmanship; (ii) conform to the Specifications; (iii) not be (a) adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, as amended, or (b) an article which may not be introduced in interstate commerce within the provisions of the Consumer Protection Sections 404 and 405 of such Act, 19 of 2008, it is recorded that as amended; (iv) otherwise be produced in accordance with applicable cGMPs to the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 extent such cGMPs affect salability of the Consumer Protection ActSestamibi Products; and the Purchaser accordingly acknowledges and records that she has satisfied herself(v) to LMI’s knowledge, having inspected the goods and having regard to the intended use of the goods for residential purposesnot infringe any patent, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware trademark right of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaserthird party.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the TrusteesEXCEPT AS EXPRESSLY SET FORTH HEREIN OR STATED IN THE LABELING AND INFORMATION PROVIDED BY LMI AND ACCOMPANYING EACH VIAL OF THE SESTAMIBI PRODUCTS, after registration of transfer imposes a special levy to meet expenses which have been underestimated for LMI MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SESTAMIBI PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED. Licensee shall not give or make any period up guarantees, warranties, or representations as to the date condition, quality, durability, performance, merchantability or fitness for a particular use or purpose or any other feature of registration of transferany Sestamibi Product or any Sestamibi Unit Dose other than or different from those provided by LMI hereunder. Any such other guarantee, the Seller shall refund warranty or condition, whether express or implied, made by Licensee to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser its customers shall be liable for and remain the payment thereof. The Seller warrants that he is sole responsibility of Licensee and shall not aware of impose any such pending resolutionobligation on LMI.
9.6 The Seller hereby discloses that a real right of extension over the scheme(c) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyAND EACH PARTY WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FOR, in compliance with section 25 (14) of Act 95 of 1986ALL SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHICH MAY BE CAUSED BY, OR IN ANY WAY RESULT FROM, THE SESTAMIBI PRODUCTS OR THAT MAY ARISE UNDER OR AS A RESULT OF THIS AGREEMENT, INCLUDING ANY SUCH DAMAGES RESULTING FROM DELAYS IN DELIVERY, OR FAILURE TO DELIVER, ANY PRODUCT, OR FAILURE TO PURCHASE ANY PRODUCT, WHETHER BASED ON XXXXXXXXXX, XXXX, XXXXXX XX XXXXXXXX, XXXXXX LIABILITY OR ANY OTHER CAUSE OF ACTION.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Cardiolite License and Supply Agreement (Lantheus MI Intermediate, Inc.), Cardiolite License and Supply Agreement (Lantheus MI Intermediate, Inc.)
Warranties. 9.1 In terms (a) The Oil and Gas Leases are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the properties to which they pertain; (b) the Mortgagor owns an interest in the oil and gas leases and properties described in Exhibit A or in the mortgages, amendments to mortgage and other instruments described in Exhibit A and, to the extent of the interest specified in the Certificates of Ownership Interests, has valid and defensible title to each property right or interest constituting the Mortgaged Property and has a good and legal right to make the grant and conveyance made in this Mortgage, it being understood that the Mortgagor’s interest in each Oil and Gas Lease or Operating Equipment shall exceed Mortgagor’s Net Revenue Interest in production from such Oil and Gas Lease to the extent of the Mortgagor’s proportionate share of all royalties, overriding royalties, and other such payments out of production burdening the Mortgagor’s interest in each such Oil and Gas Lease; (c) the Mortgagor’s present Net Revenue Interest in the Mortgaged Property is not less than that specified in the Certificates of Ownership Interests; (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, except as may be specifically set forth in Exhibit A or in the mortgages, amendments to mortgage and other instruments described in Exhibit A or as permitted by the provisions of Section 4.5.6; and (e) the Consumer Protection ActMortgagor is not obligated, 19 by virtue of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable any deficiency presently existing under any contract providing for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees Mortgagor of the body corporateHydrocarbons which contains a “take or pay” clause or under any similar arrangement, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any deliver Hydrocarbons at some future improvements to the scheme the Purchaser shall be liable for the time without then or thereafter receiving full payment thereoftherefor. The Seller warrants that he is not aware of Mortgagor will warrant and forever defend the Mortgaged Property unto the Mortgagee, its successors and assigns against every Person whomsoever lawfully claiming the same or any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion part thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement Mortgagor will be regarded maintain and preserve the lien and security interest hereby created so long as entered into in the personal capacity any of the person who signed this agreement as Purchaser or on behalf of the PurchaserSecured Indebtedness remains unpaid.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Mortgage, Security Agreement, Assignment of Production, Fixture Filing and Financing Statement (Lilis Energy, Inc.), Mortgage, Security Agreement, Assignment of Production, Fixture Filing and Financing Statement (Starboard Resources, Inc.)
Warranties. 9.1 In terms (a) Cortendo represents and warrants to ATL and agrees that on the Start Date and separately on each of the provisions Initial Shares Completion Date and Milestone Shares Completion Date that:
(i) it is a person to whom an offer of the Consumer Protection Subscription Shares for issue may be made without a disclosure document (as defined by the Corporations Act, 19 ) on the basis that it is a professional investor or sophisticated investor (within the meaning of 2008section 708 of the Corporations Act) exempt from the disclosure requirements of Part 6D.2 of the Corporations Act or otherwise a person to whom an offer of the Subscription Shares for issue may be made without disclosure to investors in reliance on one or more exemptions in section 708 of the Corporations Act;
(ii) in connection with its entry into this agreement and its subscription for the Subscription Shares under this agreement, it is recorded that in compliance with all relevant Laws and regulations (including, without limitation, the Purchaser requirements of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) and Division 3 of Part 7.10 of the Corporations Act) and will not cease to be in compliance by performing its obligations under this agreement;
(iii) it has made its own enquiries and relied upon its own assessment of the right Subscription Shares and has conducted its own investigation with respect to receive goods the Subscription Shares including, without limitation, any restrictions on re-sale of the Subscription Shares (including the restrictions in this instance sections 707(2), 707(3) and 707(5) of the PropertyCorporations Act) that:-
9.1.1 are reasonably suitable and the particular tax consequences of subscribing, owning or disposing of the Subscription Shares in light of its particular situation, as well as any consequences arising under the laws of any jurisdiction, and has decided to agree to subscribe for the purposes for which the goods are generally intendedSubscription Shares based on its own enquiries;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/(iv) it is not aware acquiring the Subscription Shares with the purpose of any special levies that have been raisedselling or transferring the Subscription Shares, or granting, issuing or transferring interests in, or options over, the Subscription Shares;
(v) this agreement does not constitute financial product advice or a recommendation to subscribe for any Subscription Shares and that in negotiating and entering into this agreement ATL has not had regard to its particular objectives, financial situation and needs; and
(vi) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of subscribing for, and acquiring, the Subscription Shares for itself and for each other person for whose benefit it will be raisedsubscribing for, after signature of this Agreement but prior to registration and acquiring, the Subscription Shares, and it has determined that the Subscription Shares are a suitable investment for itself and each such other person, both in nature and number of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserSubscription Shares.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If Cortendo acknowledges that ATL and its Related Bodies Corporate are entitled to, and will, rely upon the Trusteestruth and accuracy of the acknowledgements, after registration representations, warranties and agreements given by Cortendo in this clause 10.6.
(c) ATL represents and warrants to Cortendo and agrees that on the Start Date and separately on each of transfer imposes a special levy the Initial Shares Completion Date and Milestone Shares Completion Date that the Subscription Shares can lawfully be offered, issued and allotted to meet expenses which have been underestimated Cortendo under all applicable laws without the need for any period up to the date of registration of transferregistration, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effectedlodgement or other formality (including, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware without limitation, preparation or lodgement of any such pending resolution.prospectus or other disclosure document);
9.6 The Seller hereby discloses (d) ATL acknowledges that a real right of extension over Cortendo is entitled to, and will, rely upon the scheme, is registered in favour truth and accuracy of the Body Corporate/Developer acknowledgements, representations, warranties and the Purchaser is hereby informed of such right accordingly, agreements given by ATL in compliance with section 25 (14) of Act 95 of 1986this clause 10.6.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Technology Licence Agreement (Cortendo AB), Technology Licence Agreement (Cortendo AB)
Warranties. 9.1 In terms of 5.1 TIW makes the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically Warranties set out in Schedule 3, Part A to and for the benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date. TIW and MobiFon Holdings, jointly and severally, make the Warranties set out in Schedule 3, Part B, to and for the benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date. The Warranties made by TIW and MobiFon Holdings as of the Completion Date shall be made subject to any further disclosures to the Sellers and the Deraso Shareholders made by TIW or MobiFon Holdings in writing on or before Completion in a form and substance satisfactory to ROMGSM, acting reasonably. For the avoidance of doubt, any such further disclosures made to the Sellers and the Deraso Shareholders which are not in a form and substance satisfactory to ROMGSM, acting reasonably, shall entitle any of the Sellers to elect not to proceed to Completion, provided that this agreementwill not affect Completion with respect to the other Sellers. For the purposes of repeating the Warranties as of the Completion Date, an express or implied reference in a Warranty to the "date of this Agreement" is to be construed as a reference to the Completion Date.
5.2 Each Seller has made no representation and given no warranties makes the Warranties set out in Schedule 4, Part A, in respect of itself only, to and for the subject matter benefit of this agreement or the Purchasers as of the date hereof and as of the Completion Date. Each Deraso Shareholder makes the Warranties set out in Schedule 4, Part B, in respect of anything relating thereto itself only and also makes the Warranties set out in Schedule 4, Part A, in respect of Deraso only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date. The Warranties made by the Sellers and Deraso Shareholders as of the Completion Date shall be made subject to any further disclosures made to the Purchasers on or before Completion in a form and substance satisfactory to the Purchasers, acting reasonably. For the avoidance of doubt, any such further disclosures made by a particular Seller or Deraso Shareholder to the Purchasers which are not in a form and substance satisfactory to the Purchasers, acting reasonably, shall entitle the Purchasers to elect not to proceed to Completion with respect to such particular Seller or with respect to Deraso, in the case of a further disclosure made by a Deraso Shareholder, provided that this sale will not affect Completion with respect to the other Sellers. For the purposes of repeating the Warranties as of the Completion Date, an express or implied reference in a Warranty to the "date of this Agreement" is accordingly voetstootsto be construed as a reference to the Completion Date.
9.4 5.3 The Seller warrants parties are aware and acknowledges acknowledge that he/they have entered into this Agreement in reliance on the Warranties given by each relevant party to the other which have induced it is not aware to enter into this Agreement.
5.4 The rights and remedies of a party in respect of any special levies that have been raisedbreach of the Warranties by the other party shall not be affected by any information of which such non-breaching party has knowledge (however acquired and whether actual, imputed or constructive) relating to the other party or the transactions contemplated in this Agreement, and shall survive Completion and shall not in any respect be extinguished or affected in any way by Completion.
5.5 Each of the Warranties set out in each paragraph of Schedule 3 and Schedule 4 is separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement.
5.6 If in respect of, or will be raisedin connection with, after signature any breach of this Agreement but prior to registration any of the Property. In the event that a special levy is raised, Warranties any sum payable by way of compensation is subject to Taxes (which definition shall, for the purpose of this Clause 5.6 only, not include tax on net income), then a special resolution passed further amount shall be paid so as to secure that the net amount received is equal to the amount of compensation due to it in respect of such breach, less any sums recovered under insurance policies held by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaserparty not in breach.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Transfer Agreement (Telesystem International Wireless Inc), Share Transfer Agreement (Jp Morgan Partners Bhca Lp)
Warranties. 9.1 In terms The Recipient warrants, undertakes and agrees that: it has all necessary resources, approvals, powers and expertise to deliver the Project (assuming due receipt of the provisions Grant); it will perform its obligations under this Agreement and deliver the Project in accordance with best industry practice and shall comply with all applicable laws and regulations; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; all financial and other information concerning the Recipient which has been disclosed to NCFE is to the best of the Consumer Protection ActRecipient's knowledge and belief, 19 of 2008, it true and accurate; all information provided to the Recipient during the application process is recorded that to the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 best of the Consumer Protection ActRecipient's knowledge and belief, true and accurate; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies anything in its own affairs, which it has not disclosed to NCFE which might reasonably have influenced the decision of NCFE to make the Grant on the terms contained in this Agreement; it is the sole legal and beneficial owner of, and owns all the rights and interests in, the Recipient's Background Intellectual Property Rights; NCFE's use of the Recipient's Background Intellectual Property Rights will not infringe a third party's intellectual property rights (provided that have been raised, or will be raised, after signature NCFE uses the Recipient's Background Intellectual Property Rights in accordance with the terms of this Agreement but prior to registration Agreement); exploitation of the PropertyForeground Intellectual Property Rights by NCFE (and any of its successors or assignees) will not infringe the rights of any third party; and the Foreground Intellectual Property Rights, and any materials embodying those, are the Recipient's original work and have not been copied wholly or substantially from any other source. In the event that a special levy is raised, by way of a special resolution passed by any complaint or dispute (which does not relate to NCFE's right to withhold Grant funds or terminate) arising between the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share Parties in relation to a given month. Any Special Levy so authorised by this Agreement the Body Corporate has been disclosed by the Seller matter should first be referred for resolution to the Purchaser
(b) If [INSERT ROLE] or any other individual nominated by NCFE from time to time. Should the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation complaint or other legal person to be formed, and such entity is not formed dispute remain unresolved within 30 (Thirty) 14 days of the conclusion matter first being referred to the [INSERT ROLE] or other nominated individual, as the case may be, either Party may refer the matter to the [INSERT ROLE] of this agreementNCFE and the [INSERT ROLE] of the Recipient with an instruction to attempt to resolve the dispute by agreement within 28 days, or such other period as may be mutually agreed by the entity does not ratify this Parties. In the absence of agreement within 30 under clause 18.2, the Parties may seek to resolve the matter through mediation under the CEDR Model Mediation Procedure (Thirty) days or such other appropriate dispute resolution model as is agreed by both Parties). Unless otherwise agreed, the Parties shall bear the costs and expenses of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasermediation equally.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Warranties. 9.1 In The Vendor hereby warrants to the Purchaser at the date of this Agreement and on the Effective Date:
(a) in the terms of the provisions ‘A’ Warranties; and
(b) so far as the Vendor is aware, having made all reasonable enquiry in the circumstances in accordance with clause 9.2 below, in the terms of the Consumer Protection Act‘B’ Warranties, 19 save, in each case, to the extent that facts or circumstances inconsistent with the Warranties are fairly disclosed in the Disclosure Letter (or in the case of 2008the Warranties that are repeated on the Effective Date only and in respect of events or circumstances arising following the date of this Agreement only), it is recorded that the Purchaser has the right to receive goods Supplementary Disclosure Letter (in if any) and for this instance the Property) that:-
9.1.1 are reasonably suitable purpose “fairly disclosed” for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; Disclosure Letter and the Supplementary Disclosure Letter (if any) means disclosed in such manner and with such detail as to enable the Purchaser accordingly acknowledges and records to make a reasonable assessment of the matter concerned. For the purposes of the Warranties that she has satisfied herselfare repeated on the Effective Date, having inspected any express or implied reference in the goods and having regard Warranties to the intended use date of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property this Agreement shall be deemed replaced by a reference to have accepted the dwelling in good order Effective Date,
9.2 For the purposes of clause 9.1(b), the level of the Vendor’s awareness shall be limited only to the actual awareness of Xxxx Xxxxxxxx, Xxx Xxxxxx and conditionXxxxxx Xxxxxxx having made reasonable enquiry of the Key Employees (but, for the avoidance of doubt, no other enquiries).
9.3 Save as specifically The provisions of Schedule 6 which, among other things, negate, limit, regulate or otherwise affect the liability of the Vendor in relation to Claims shall remain in full force and be fully applicable in all circumstances and, in particular, notwithstanding any breach of the Warranties or any claim against the Vendor in respect of the Warranties, whatever its nature or consequences.
9.4 The Purchaser acknowledges and agrees that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in this agreementAgreement and acknowledges and agrees that neither the Vendor, nor any of the Seller has made no representation Company or its Subsidiaries, nor any of their agents, advisers, respective officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements including, without limitation, as to the accuracy or completeness of any information and/or documentation (including, without limitation: (i) the Information Memorandum; (ii) the contents of the Disclosure Letter; (iii) the contents of the Disclosure Documents; (iv) the contents of the Data Room; (v) the Environmental Reports; (vi) the Strategic Review; (vii) the PwC Report and given no warranties (viii) any forecasts, estimates, projections, statements of intent or statements of opinion) provided to or held or used by the Purchaser, any other member of the Purchaser’s Group or any of their respective advisers or agents (howsoever provided, held or used).
9.5 The sole remedy of the Purchaser for any breach of any of the Warranties or any other breach of this Agreement by the Vendor shall be an action for damages. The Purchaser shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such right in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsfraudulent misrepresentation.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised9.6 Any information supplied by the Company or the Subsidiaries, their officers or employees to the Vendor in connection with, or will to form the basis of, the Warranties or any matter covered in the Disclosure Documents shall be raiseddeemed not to include or have included a representation, after signature warranty or guarantee of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable its accuracy to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) Vendor and shall be payable by the Purchaser from date of Transfer and where applicable not constitute a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller defence to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy Vendor to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable claim made by the Purchaser. If after acceptance hereof but before transfer is effectedThe Vendor hereby waives any and all claims against the Company, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware Subsidiaries, their officers and employees in respect of any such pending resolutioninformation so supplied.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement (Agco Corp /De)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 6.1. Subject to the intended use following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable at the Seller’s place of incorporation at the time when risk passes to the Buyer. The Seller does not undertake any warranty in respect of defects caused by improper handling, wear and tear, storage, any alteration of the goods for residential purposes, that by the provisions Buyer or any use by the Buyer in a manner which adversely affects the performance of the Consumer Protection Act has been complied with in all respectsgoods or other negligent acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability.
9.2 The Purchaser having satisfied herself as to the state of the Property 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
6.3. A delivery shall be deemed to have accepted been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the dwelling goods delivered by the Seller to the Buyer do not exceed the tolerances as agreed in good order and condition.
9.3 Save as specifically writing or set out in this agreementsection 17 below. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and packaging. In the case of reels and uncounted sheets the weight shall apply gross for net; in the case of reels the wrappings, cores and bungs and in the case of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects.
6.4. The Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has made no representation and given no warranties approved thereof in respect writing. For claims in connection with defects, the following provisions shall apply:
a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are to be notified by the Buyer to the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the subject matter delivered goods and/or after delivery;
b) in case of this agreement defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer to the Seller forthwith, however, in respect any case within seven days after delivery;
c) in case of anything relating thereto and this sale is accordingly voetstootsdefects in quality which cannot be determined by visual inspection or by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted.
9.4 6.5. In case of papers used as component for tobacco products, papers applied for packing of food, in particular packaging applications for organoleptically sensitive products, and papers applied for packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the goods before processing and forthwith notify the Seller in case of defects or unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use and process any papers sourced from the Seller warrants being used as component for tobacco products, papers applied for packaging of food and acknowledges that he/pharmaceutical products.
6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall be excluded.
6.7. Until the facts of the case have been ascertained, the Buyer shall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is not aware of suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration case within the deadline provided in the forwarding contract.
6.8. If the quantity of the Propertygoods delivered by the Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency.
6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a special levy is raisedreduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by way law.
6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded.
6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registrationdelay in acceptance, if possible/on an equal basis/by the Seller/by the Purchaserany, shall be included in such seven- months period.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms 6.12. The fulfilment of Section 37(1) any warranty obligations of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund be subject to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes Buyer fulfilling any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware and all of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyits Contractual obligations, in compliance with section 25 (14) of Act 95 of 1986particular its payment obligations as agreed.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Warranties. 9.1 In terms 7.1 Each of the Warrantors acknowledges that the Buyer is entering into this agreement on the basis of the Warranties.
7.2 Each of the Warrantors severally warrants to the Buyer that each of the Title Warranties is true, accurate and not misleading on the Completion Date in respect of himself and in respect of those Sale Shares or Option Shares, as applicable, held by him, her or it, except as Disclosed.
7.3 Subject to clause 7.4, each of the Warrantors severally and proportionately warrant to the Buyer that each Warranty (other than the Title Warranties to which the provisions of clause 7.2 apply) is true, accurate and not misleading on the Consumer Protection Actdate of this Agreement, 19 except as Disclosed.
7.4 The liability of 2008the Warrantors under this clause 7 and the Warranties shall be subject to the limitations set out in clause 8.
7.5 The Warranties are deemed to be repeated on the Completion Date, subject to any matters Disclosed in any Supplemental Disclosure Letter, by reference to the facts then existing. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty (other than warranty 4.1) shall be construed, in connection with the repetition of the Warranties, as a reference to the date of such repetition. The Warrantors shall be entitled to Disclose any matter arising during the Interim Period against any of the Warranties given as at the Completion Date through the delivery of the Supplemental Disclosure Letter to the Buyer at Completion.
7.6 Each of the Warrantors shall use all reasonable endeavours to ensure that the Company does not do anything during the Interim Period which would be materially inconsistent with any of the Warranties, breach any Warranty or cause any Warranty to be untrue or misleading.
7.7 If at any time during the Interim Period any of the Warrantors becomes aware that a Warranty has been breached, is untrue or misleading, or has a reasonable expectation that any of those things might occur, it is recorded severally agrees that it shall, as soon as reasonably practicable, notify the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 Buyer of the Consumer Protection Act; relevant occurrence summarizing the nature of the matter in so far as it is known to that Warrantor.
7.8 Warranties qualified by the expression “so far as the Warrantors are aware” or any similar expression are deemed to be given to the best of the knowledge, information and belief of each of the Purchaser accordingly acknowledges Warrantors after they have made due and records that she has satisfied herself, having inspected the goods and careful enquiries having regard to the intended use subject matter of the goods for residential purposesrelevant Warranty of the Directors (as listed in Schedule 2) and each of Xxxxx X’Xxxxxxxx and Xxxxxxx Xxxxxx.
7.9 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.
7.10 With the exception of the matters Disclosed, no information of which the Buyer and/or its agents and/or its advisers has constructive or imputed knowledge shall prejudice any Claim or Tax Warranty Claim or reduce any amount recoverable thereunder.
7.11 Each of the Warrantors agrees that the provisions supply of any information by the Consumer Protection Act has been complied Company or by or on behalf of any of its employees, directors, agents or officers (the “Officers”) to the Sellers or their advisers in connection with the Warranties, the information Disclosed in all respects.
9.2 The Purchaser having satisfied herself the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the state accuracy of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered information in favour of the Body Corporate/Developer Warrantors. The Warrantors unconditionally and irrevocably waive all and any rights and claims that they may have against the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If Company or the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of Officers on whom the conclusion of this agreementWarrantors have, or may have, relied in agreeing the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and further undertakes to the Buyer not to make any such claims.
7.12 Each of the Warrantors agrees that, subject to the repayment of the Outstanding Company Indebtedness, the sale of their Material Sale Shares or Material Option Shares (as the case may be) pursuant to the terms of this agreement will shall be regarded deemed to terminate any existing rights they may have against the Company, whether pursuant to the terms of the Investment Agreement, in their capacity as entered into shareholder or optionholder or otherwise as a holder of securities in the personal capacity Company, including, without limitation, any rights of pre-emption they may have over the transfer or issuance of any Ordinary Shares or other securities in the Company.
7.13 Each of the person who signed Warrantors agrees that on the Completion Date they shall unconditionally and irrevocably waive all and any rights that they may have against the Company and further undertakes to the Buyer not to make any such claims, save in respect of any unpaid salary, fees, commissions or bonuses due at Completion under any document Disclosed.
7.14 The rights and remedies of the Buyer in respect of any Claim, any Tax Warranty Claim or any Tax Covenant Claim shall not be affected by Completion but the Buyer shall have no right to rescind or terminate this agreement as Purchaser or on behalf after Completion and the Buyer’s sole remedy for breach of any Warranty shall be against the Warrantors in damages subject to the limitations contained in this agreement.
7.15 The Buyer and the Guarantor warrant to the Material Sellers and the Material Optionholders that:
7.15.1 the execution and delivery of this agreement and the other documents referred to in it and the completion of the Purchasertransactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or actions on the part of the Buyer and/or the Guarantor are necessary to authorise this agreement and the other documents referred to in it or to complete the transactions contemplated herein; and
7.15.2 the execution and delivery by the Buyer and the Guarantor of this agreement and the documents referred to in it in compliance with their respective terms shall not breach or constitute a default under any agreement or instrument to which the Buyer or the Guarantor is a party or by which either of them us bound or any order, judgment, decree or other restriction applicable to the Buyer or the Guarantor.
10.2 If 7.16 The Buyer and the Purchaser acts Guarantor confirm to the Material Sellers and the Material Optionholders that they are not, as representative of a third party and fails to disclose at the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion date of this agreement, and/or her principal does not ratify this agreement within aware (based on the aforementioned period, Buyer’s and the representative will be personally liable for all Guarantor’s actual awareness by reference to the obligations of facts in existence at the Purchaser in terms date of this agreement, and without having made any enquiry, other than pursuant to the financial and legal due diligence undertaken in connection with the Transaction) of any matter that would cause the Buyer to bring a Claim, Tax Warranty Claim or Tax Covenant Claim; provided that the Buyer shall not be restricted from bringing any Claim, Tax Warranty Claim or Tax Covenant Claim to the extent that any matter of which the Buyer and Guarantor are aware as at the date of this agreement will be regarded as entered into which they did not know (based on the Buyer’s and the Guarantor’s actual awareness by reference to the facts in existence at the personal capacity date of this agreement, and without having made any enquiry or taken any advice, other than pursuant to the financial and legal due diligence undertaken in connection with the Transaction) would cause a Claim, Tax Warranty Claim or Tax Covenant Claim results (directly or indirectly) in any loss, damage, expense, cost or liability of any kind whatsoever to the Company, any asset of the person who signed this agreement as Purchaser or on behalf Company, the Buyer, any asset of the PurchaserBuyer or the Guarantor which would enable the Buyer to bring a Claim, Tax Warranty Claim or Tax Covenant Claim.
Appears in 2 contracts
Samples: Share Purchase Agreement (8x8 Inc /De/), Share Purchase Agreement
Warranties. 9.1 In terms 7.1 The Vendor and FAI jointly and severally represent and warrant to the Purchaser that each of the provisions Company Warranties is true and accurate at the date of this agreement and will be true and accurate on each day up to and including the Completion Date.
7.2 The Vendor and Cervale jointly and severally represent and warrant to the Purchaser that each of the Consumer Protection ActAsset Warranties is true and accurate at the date of this agreement and will be true and accurate on each day up to and including the Completion Date.
7.3 Each of the Warranties is separate and independent and is not limited by reference to any other Warranty or any other provision in this agreement.
7.4 Each of the Company Warranties:
(a) applies in relation to each Group Company and, 19 except where expressly otherwise provided, separately in relation to each Group Company as if each reference in SCHEDULE 6 to the 'Company' is a reference to that Group Company; and
(b) remains in full force and effect on and after the Completion Date despite Completion.
7.5 Each of 2008, it is recorded the Asset Warranties remains in full force and effect on and after the Completion Date despite Completion.
7.6 Provided that all matters disclosed in SCHEDULE 8 have been disclosed separately to the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard at least three days prior to the intended use date of the goods for residential purposes, that the provisions execution of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller Purchaser acknowledges that none of the matters disclosed in SCHEDULE 8 or any other matter referred to or contemplated by this agreement, including, without limitation, NZ Completion, can give rise to a breach of Warranty. No other information relating to any Group Company of which the Purchaser has made knowledge, actual or constructive, prejudices any Claim of the Purchaser under the Warranties nor operates to reduce any amount recoverable.
7.7 Subject to CLAUSE 7.8, if there is a breach of or inaccuracy in any of the Warranties on or before Completion the Purchaser may immediately terminate this agreement by notice in writing to the Vendor but is not entitled to any other remedy.
7.8 The Vendor must immediately notify the Purchaser in writing of any facts or circumstances of which it becomes aware which constitute or may constitute a breach of any Warranty ('NOTIFIED BREACH'). The Purchaser must notify the Vendor within 15 days of receipt of such notice, or before Completion, whichever occurs earlier, whether or not it has elected to terminate this agreement as a result of a Notified Breach in accordance with CLAUSE 7.7. The Purchaser acknowledges that if it makes no representation and given no warranties election within 15 days of receipt of such notice, or before Completion, whichever occurs earlier, then the Purchaser waives any rights it may have to terminate this Agreement in respect of the subject matter Notified Breach.
7.9 The rights and remedies of the Purchaser in respect of any breach of the Warranties or of the terms of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsare not affected by Completion.
9.4 7.10 The Seller warrants Vendor and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of FAI jointly and severally indemnify the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Purchaser from all Claims:
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable made by the Purchaser from date of Transfer and where applicable a pro-rata share any third party in relation to a given month. Any Special Levy so authorised by matter which constitutes, or in circumstances that constitute, a breach of any of the Body Corporate has been disclosed by the Seller to the PurchaserCompany Warranties or any other covenant or representation in this agreement; or
(b) If which the TrusteesPurchaser or any Company suffers or incurs by reason of any of the Company Warranties or any other covenant or representation made in this agreement being untrue or inaccurate in any respect or by reason of any failure by the Vendor or FAI to fulfil its obligations under this agreement.
7.11 The Vendor and Cervale jointly and severally indemnify the Purchaser from all Claims:
(a) made by any third party in relation to a matter which constitutes, after registration or in circumstances that constitute, a breach of transfer imposes a special levy any of the Asset Warranties or any other covenant or representation in this agreement; or
(b) which the Purchaser or any Company suffers or incurs by reason of any of the Asset Warranties or any other covenant or representation made in this agreement being untrue or inaccurate in any respect or by reason of any failure by the Vendor or Cervale to meet expenses which fulfil its obligations under this agreement.
7.12 Notwithstanding any other provision of this agreement:
(a) the Vendor shall not have been underestimated for any period up liability in respect of any Claim under the Warranties unless reasonable particulars of the Claim are given to the date Vendor before the third anniversary of registration Completion;
(b) the liability of transfer, the Seller Vendor in respect of any Claim under the Warranties shall refund be reduced to the Purchaser such amount when it becomes payable extent that the Claim has arisen as a result of any act or omission after Completion by the Purchaser. If after acceptance hereof ;
(c) the Vendor shall not be liable in respect of any Claim under the Warranties unless the aggregate of all Claims made against the Vendor under the Warranties exceeds the sum of A$100,000, but before transfer is effected, thereafter the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall Vendor will be liable for the payment thereof. whole amount payable in respect of all claims, and not just the excess over A$100,000.
7.13 The Seller warrants that he is Purchaser acknowledges and agrees that, except for the Warranties, the Vendor has not aware given, nor has the Purchaser relied upon, any representation, warranty, statement or document or other conduct by the Vendor or its representatives in connection with the Companies or the Business.
7.14 The Purchaser must (at the cost of the Vendor) take such action as the Vendor may request in relation to a Notified Breach, including without limitation:
(a) prosecute any action or proceedings, including the making of any such pending resolution.counter-claim or cross-claim against any person;
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered (b) conduct any negotiations and participate in favour of the Body Corporate/Developer and the Purchaser is hereby informed any investigation in respect of such right accordinglynotified breach;
(c) not accept, in compliance pay or compromise such notified breach without the Vendor's prior written consent; and
(d) co-operate and procure its solicitors, accountants and other representatives to co-operate with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a companyVendor and its counsel, close corporation accountants or other legal person to be formed, and representatives in respect of such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasernotified breach.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (Home Security International Inc), Share Purchase Agreement (Home Security International Inc)
Warranties. 9.1 In terms UCAR CARBON warrants, represents, covenants and agrees as follows:
(i) the materials or items supplied pursuant to the purchase order will
(A) be in full compliance with BPS's Specifications, blueprints, drawings and data,
(B) be in conformity with samples approved by BPS,
(C) not infringe any patent, copyright, trade secret, mask work right, trademark or other intellectual property right of any person covering the material or item itself but UCAR CARBON does not warrant against infringement by reason of the use of such material or item in combination with other articles or material or in the practice of any process other than a process for which such item has been expressly manufactured by UCAR CARBON,
(D) be so supplied, and BPS will have title thereto, free and clear of all liens, charges, encumbrances and security interests;
(ii) THERE ARE NO EXPRESS WARRANTIES BY UCAR CARBON OTHER THAN THOSE SPECIFIED IN THIS SECTION. NO WARRANTIES BY UCAR CARBON (OTHER THAN WARRANTY OF TITLE AS PROVIDED BY THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, BPS assumes all risk and liability for the results obtained by the use of any products delivered hereunder in combination with other articles or material or in the practice of any process other than a process for which such item has been expressly manufactured by UCAR CARBON.
(iii) BPS's receipt of any products delivered hereunder shall be an unqualified acceptance of, and a waiver by BPS of any and all claims (including claims arising under the warranties specified in this Section 3.1(f)) with respect to, such products unless BPS gives UCAR CARBON notice of claim within 150 days after such receipt or within ten days after BPS shall have received 12 written notice of any claim of infringement covered by clause (i) above,
(iv) if any materials or items delivered hereunder do not meet the warranties specified herein, BPS may, at its option
(A) require the UCAR CARBON to correct, at no cost to BPS, any defective or non-conforming materials or items by repair or replacement, or
(B) return such defective or non-conforming materials or items at UCAR CARBON's expense to the UCAR CARBON and recover from the UCAR CARBON the purchase order price thereof, or
(C) correct the defective or non-conforming materials or items itself and charge UCAR CARBON with the cost of such correction. The foregoing remedies are exclusive to BPS.
(v) No waiver by BPS of any drawing or specification requirement for one or more of the materials or items ordered will constitute a waiver of such requirements for the remaining materials or items to be delivered hereunder, unless specified by BPS in writing. The provisions of this Section 3.1(f) will not limit or affect the Consumer Protection Act, 19 rights of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in BPS under Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects3.1(h).
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Supply Agreement (Graftech Inc), Supply Agreement (Graftech Inc)
Warranties. 9.1 In 28.1 GSK warrants that:
(A) it has full capacity and authority to enter into this Agreement and to perform its obligations under this Agreement;
(B) it has the title and/or right to grant the Purchaser the right to use the GSK System IP in accordance with the terms of this Agreement; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
(C) the provisions use of GSK Background IP in the performance of the Consumer Protection ActDevelopment Services does not infringe the Intellectual Property of any Third Party; and
(D) during the Term of this Agreement,
(i) the Products will be Manufactured in accordance with cGMP and Applicable Laws and will on Delivery comply with the Specifications;
(ii) GSK shall at all times maintain necessary licences, 19 certifications and approvals for the Manufacturing of 2008the Commercial API and, Commercial Products at the Manufacturing Site; and
(iii) GSK shall maintain the Manufacturing Site and its records and personnel in accordance with cGMP.
28.2 The Purchaser warrants that:
(A) it is recorded has full capacity and authority to enter into this Agreement and to perform its obligations under this Agreement;
(B) it has the title and/or right to grant GSK the right to use the Purchaser Intellectual Property in accordance with the terms of this Agreement;
(C) the use by GSK or the Nominated Manufacturer of the Purchaser Intellectual Property for the purposes of this Agreement will not infringe the Intellectual Property of any Third Party; provided that the Purchaser has makes no representation regarding the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intendedTransferred IP;
9.1.2 are of good quality, (D) it holds (and will throughout the Term continue to hold) all necessary Consents to perform its obligations as contemplated by this Agreement and:
(i) it has paid (and will throughout the Term continue to pay) all fees due in good working order and free of defectsrelation to such Consents;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/(ii) it is not aware (and will not during the Term be) in breach of any special levies that conditions under any such Consents where such breach would be likely to have been raised, or will be raised, after signature an adverse effect on the Purchaser’s ability to perform its obligations under this Agreement; and
(E) during the Term of this Agreement but prior to registration of the Property. In the event that a special levy is raisedAgreement, by way of a special resolution passed by the trustees of the body corporate, after date of signature of it will perform its obligations under this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986Applicable Laws.
10.1 If 28.3 Except as expressly stated in this Agreement, all warranties, representations and conditions whether express or implied by statute, common law or otherwise (including, without limitation, any implied warranties of quality or fitness for purpose) are excluded to the Purchaser acts as trustee for a companyextent permitted by Applicable Law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, close corporation or other legal person to be formedMARKED BY [***], and such entity is not formed within 30 HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (ThirtyI) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 IS NOT MATERIAL AND (ThirtyII) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserWOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Commercial Manufacturing and Supply Agreement (Roivant Sciences Ltd.), Commercial Manufacturing and Supply Agreement (Dermavant Sciences LTD)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 7.1 The Seller warrants to the intended use Buyer that each Warranty is true, accurate and not misleading at the date of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order this Deed. On and condition.
9.3 Save as specifically set out in this agreementimmediately before Completion, the Seller is deemed to warrant to the Buyer that each Warranty is true, accurate and not misleading by reference to the facts and circumstances at the date of Completion. For this purpose an express or implied reference in a Warranty to the “date of this Deed” is to be construed as a reference to the “date of Completion”.
7.2 The Seller acknowledges that the Buyer is entering into this Deed in reliance on each Warranty which has made no also been given as a representation and with the intention of inducing the Buyer to enter into this Deed.
7.3 Between the date of this Deed and Final Completion, the Seller shall notify the Buyer immediately if it becomes aware of any fact or circumstance which constitutes or which would or might constitute a breach of Clause 7.1 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given no warranties in respect of the subject matter facts or circumstances at the date the Seller becomes aware of the same.
7.4 If, at any time before Final Completion, the Buyer considers that the Seller is in breach of any provision of this agreement Deed (whether or not such breach amounts to a repudiatory breach) or if the Seller gives a notice under Clause 7.3, the Buyer may, in its discretion, elect to proceed to Completion in respect of anything relating thereto and all or any of the Option Shares by delivery of an Option Notice or Option Notices in accordance with Clause 3 (Exercise of Option) or terminate this sale is accordingly voetstootsDeed.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) 7.5 If the Trustees, after registration of transfer imposes a special levy Buyer terminates this Deed pursuant to meet expenses which have been underestimated for any period up to the date of registration of transferClause 7.4, the Seller shall refund to indemnify the Purchaser such amount when it becomes payable Buyer, and keep the Buyer indemnified, on demand against all its costs, liabilities, obligations, damages, expenses and losses however arising which the Buyer may suffer or incur by reason of any breach of any provisions of this Deed by the Purchaser. If after acceptance hereof but before transfer Seller.
7.6 Each Warranty is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he construed independently and (except where this Deed provides otherwise) is not aware of any such pending resolution.
9.6 The Seller hereby discloses that limited by a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion provision of this agreement, Deed or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaseranother Warranty.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Shares Purchase Agreement (MIE Holdings Corp), First Amendment and Restatement Agreement (MIE Holdings Corp)
Warranties. 9.1 In terms 6.1 As an inducement to Xxxxxxx Xxxxxx and RBC to enter into this agreement and to carry out the Placing:
(a) the Limited Warrantors jointly and severally represent, warrant and undertake to each of Xxxxxxx Xxxxxx and RBC that each of the provisions Warranties in paragraphs 1 and 2 of Part A of Schedule 4;
(b) the Full Warrantors jointly and severally represent, warrant and undertake to each of Xxxxxxx Xxxxxx and RBC that each of the Consumer Protection ActWarranties in Part A of Schedule 4; and
(c) each Selling Shareholder for itself only and severally but not jointly represent, 19 warrant and undertake to each of 2008Xxxxxxx Xxxxxx and RBC that each of the Warranties in Part B of Schedule 4 (only as to such Selling Shareholder and not as to any other Selling Shareholder or the Company), it are, in each case, true and accurate in all respects and not misleading in any respect and references to the “Warrantors” shall be construed accordingly.
6.2 Each of the Warrantors acknowledges that each of Xxxxxxx Xxxxxx and RBC is recorded that entering into this agreement in reliance on each of the Purchaser has the right Warranties as given pursuant to receive goods (Clause 6.1.
6.3 The Warranties given or referred to in this instance clause 6 are given as at the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are date of good quality, in good working order this agreement and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted be repeated on Admission and shall remain in full force and effect notwithstanding the dwelling completion of the subscription for the Placing Shares and the acquisition of the Sale Shares, Admission or completion of all other matters and arrangements referred to in good order and conditionor contemplated by this agreement.
9.3 Save 6.4 Each of the Warrantors undertakes, in so far as specifically set out he is able, and in respect only of the Warranties given by such Warrantor, to use all reasonable endeavours not to cause and not to permit any Specified Event in relation to such Warranties to occur before the earlier of Admission and the termination of this agreement.
6.5 Each of the Warrantors undertakes that he shall notify each of Xxxxxxx Xxxxxx and RBC promptly if, at any time prior to Admission, he becomes aware that any of the Warranties is or has become untrue or inaccurate or misleading in any respect, or would have been untrue or inaccurate or misleading in any respect by reference to the facts and circumstances then existing.
6.6 Without prejudice to the terms, conditions or provisions of clause 5, if, at any time before Admission becomes effective, Xxxxxxx Xxxxxx or RBC receives notice pursuant to clause 6.5 or otherwise becomes aware of any of the Warranties being untrue, inaccurate or misleading in any respect or of any circumstances which would or is likely, in the reasonable opinion of Xxxxxxx Xxxxxx and/or RBC, to cause any of the Warranties to become untrue, inaccurate or misleading in any respect by reference to the facts then existing, Xxxxxxx Xxxxxx and/or RBC may (without prejudice to their right to terminate this agreement pursuant to clause 11) require the Company, at its own expense, to make, or cause to be made, an announcement and/or despatch a communication to potential subscribers for Placing Shares or purchasers of Sale Shares, which announcement or communication shall be approved by Xxxxxxx Xxxxxx and RBC.
6.7 In this clause 6 and in Schedule 4 reference to the knowledge, information, belief or awareness of the Company, any Director or any Selling Shareholder shall, unless the context otherwise requires, be deemed to include any knowledge, information, belief or awareness which such person would have if he had made due and careful enquiries of the facts and circumstances surrounding the relevant subject matter.
6.8 Each of the Warranties shall be construed independently and (except where this agreement provides otherwise) shall not be limited or restricted shall not be limited by reference to or inference from the provisions of any other of the Warranties or any other provision of this agreement.
6.9 The Company shall comply in all respects with its respective obligations under the terms, conditions and provisions of Schedule 7.
6.10 The provisions of Schedule 5 shall apply in relation to the liability of the Directors under this agreement, the Seller has made no representation and given no warranties in respect of each of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsWarrantors under the Warranties.
9.4 The Seller warrants and acknowledges that he/it is not 6.11 If Xxxxxxx Xxxxxx or RBC becomes aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Claim:
(a) All amounts payable they shall promptly notify the Warrantor or Warrantors potentially liable under the Claim of such Claim and shall thereafter (subject to being indemnified by the relevant Warrantors to their reasonable satisfaction against all losses they may suffer or incur as a result of so doing), subject to the Body Corporate in terms of Section 37(1requirements (if any) of their insurers, consult with the Sectional Titles Act relevant Warrantors regarding the conduct of 1986 (Levies) the Claim, provide the relevant Warrantors with such information and copies of such documents relating to the Claim as such Warrantors may reasonably request and take into account any reasonable requests of the relevant Warrantors in connection with conduct but shall not be payable by under any obligation to provide such Warrantors with a copy of any document which is, or in the Purchaser from date reasonable opinion of Transfer and where applicable a pro-rata share Xxxxxxx Xxxxxx or RBC is, likely to be privileged in relation the context of the Claim or to the extent that it is subject to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller bona fide duty of confidentiality or it would materially prejudice any insurance cover to the Purchaserwhich Xxxxxxx Xxxxxx or RBC may from time to time be entitled; and
(b) If they agree that they will not without the Trustees, after registration prior written consent of transfer imposes a special levy the relevant Warrantors (not to meet expenses which have been underestimated for any period up be unreasonably withheld or delayed) settle or compromise or consent to the date entry of registration any judgement with respect to any pending or threatened claim save where:
(i) such settlement, compromise or consent includes an unconditional release of transfer, the Seller shall refund to Company from all liability arising out of such Claim; or
(ii) the Purchaser such amount when it becomes payable defence of the Claim recommended by the Purchaser. If after acceptance hereof but before transfer is effectedrelevant Warrantors under clause 6.12(a) above would, on the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants balance of probabilities, have no reasonable prospect of success; or
(iii) Xxxxxxx Xxxxxx and/or RBC, acting in good faith, reasonably determines that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreementclaim will, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereofis likely to, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasercause reputational damage to Xxxxxxx Xxxxxx and/or RBC.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Placing Agreement (Resaca Exploitation, Inc.), Placing Agreement (Resaca Exploitation, Inc.)
Warranties. 9.1 In terms Velodyne makes no warranty or representations regarding manufacturing costs or xxxx of materials costs. Velodyne makes no warranty or representations regarding manufacturing times or yields. Velodyne represents and warrants that: (i) the provisions of information, documents and other materials provided to Veoneer hereunder will conform materially to what has been agreed between the Consumer Protection ActParties regarding the same (which shall be specified with particularity in the Definitive Agreement); and (ii) said information, 19 of 2008documents and other materials will be sufficient for reasonably qualified personnel to develop the initially targeted Licensed Products meeting reasonable customer requirements, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable save for the purposes for automotive grade improvements (which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature the sole responsibility of this Agreement but prior to registration of the PropertyVeoneer). In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the PropertyFor clarity, it is agreed that the special levy sole remedy for any breach of the above representation and warranty other than willful misconduct or gross failure will be paid: * jointly by the Seller providing of remedied information, documents and Purchaserother materials to support Veoneer and that, in no event, will any possible monetary liability on a pro-rata basis according to date the part of registrationVelodyne for the same exceed $[*] USD in the aggregate. Velodyne represents and warrants that the [*] design and the Licensed Products, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of extent comprising the Sectional Titles Act of 1986 (Levies) shall be payable [*] design and excluding any automotive grade and other improvements or modifications created by the Purchaser from date of Transfer and where applicable a proVeoneer, do not infringe any third-rata share in relation to a given monthparty intellectual property rights. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller Notwithstanding anything to the Purchaser
contrary, Velodyne does not provide any warranty and disclaims all liability with respect to products produced by Veoneer (bincluding, without limitation, Licensed Products) If the Trusteesand, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable save for the payment thereofwarranties expressly provided above in this Section 5.9. The Seller warrants that he is not aware of any such pending resolutionEXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, VELODYNE MAKES NO WARRANTY WITH RESPECT TO ANY LICENSED PRODUCT, VELODYNE INTELLECTUAL PROPERTY, VELODYNE SERVICES, VELODYNE INTELLECTUAL PROPERTY RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT, ANY AND ALL OF THE FOREGOING ARE PROVIDED ON AN “AS IS” BASIS AND VELODYNE HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: License and Supply Agreement (Velodyne Lidar, Inc.), License and Supply Agreement (Veoneer, Inc.)
Warranties. 9.1 In terms 5.1 The Vendor hereby represents and warrants to the Purchaser (for itself and for the benefit of its successors and assignors) that the warranties set out below ("Warranties") are true and accurate in all respects as at the time of Completion:-
(1) the Sale Shares are fully paid or credited as fully paid and are as at the date of this Agreement beneficially owned by the Vendor free from all Encumbrances and upon Completion, the legal and beneficial ownership of the provisions Sale Shares will be vested in the Purchaser or, as the case may be, its nominees free from all Encumbrances together with all rights now or attaching thereto with effect from Completion; and
(2) immediately following Completion, the Purchaser will become the sole shareholder of Jointland beneficially holding not less than 50.5% of the Consumer Protection Acttotal issued share capital of Jointland.
5.2 The Vendor agrees to fully indemnify and keep the Purchaser and its assigns fully indemnified on demand and on a dollar-for-dollar basis from and against all losses, 19 liabilities damages, costs and expenses (including legal expenses) which the Purchaser and its assigns may incur or sustain from or in consequence of 2008, it is recorded any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assigns in relation to any such breach of Warranties and all such rights and remedies are hereby expressly reserved.
5.3 The Vendor acknowledges that the Purchaser has in entering into this Agreement is relying on such Warranties. The Warranties shall survive Completion, but the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable Vendor shall not be liable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties any claim in respect of the subject matter Warranties and this Agreement unless the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach and (if capable of being quantified at that time) the amount claimed not later than the date falling on the expiry of 18 months from the date of Completion (the "Warranties Expiry Date").
5.4 Notwithstanding any provision herein, the liability of the Vendor in connection with the Warranties and this agreement or Agreement shall cease on the Warranties Expiry Date except in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses matters which have been underestimated for any period up the subject of a bona fide claim in writing notified to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, Vendor in compliance with section 25 (14) of Act 95 of 1986Clause 5.3 as before such date.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Purchase Agreement (Jointland Development, Inc.), Purchase Agreement (Jointland Development, Inc.)
Warranties. 9.1 In 6.1 Each of the Sellers severally warrants to the Buyer in relation to itself or himself only, and not in relation to any other Seller, in the terms of the provisions of the Consumer Protection ActTitle Warranties, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard subject to the intended use of the goods for residential purposesexclusions, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order limitations and condition.
9.3 Save as specifically qualifications set out in this agreement, the Seller has made no representation clause 6 and given no warranties in respect Schedule 7.
6.2 Each of the subject matter of this agreement or Warrantors severally and proportionately, in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller the Agreed Proportions, warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration the Buyer in the terms of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Business Warranties subject to:
(a) All amounts payable each and any matter fairly disclosed or referred to in the Disclosure Letter, the Disclosure Documents or provided for under the terms of this Agreement provided such matters will be treated as fairly disclosed or referred to in the Disclosure Letter or Disclosure Documents only to the Body Corporate in terms of Section 37(1) extent that such disclosure is sufficient to enable a reasonable buyer to make an informed assessment of the Sectional Titles Act of 1986 (Levies) shall matter purported to be payable by disclosed after taking appropriate advice upon the Purchaser from date of Transfer relevant Warranty and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserdisclosure;
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable information obtained by the Purchaser. If after acceptance hereof but before transfer is effected, Buyer or any of its advisers during the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware course of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over investigation (whether authorised by the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14Sellers or not) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser by or on behalf of the PurchaserBuyer into the affairs of the Group Companies and any other information of which the Buyer or any other member of the Buyer's Group may have actual or constructive knowledge (all such information being deemed to be disclosed to the Buyer); and
(c) the exclusions, limitations and qualifications set out in this clause 6 and Schedule 7.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours 6.3 Each of the conclusion Title Warranties and the Business Warranties shall be construed as a separate and independent warranty and, subject to clauses 6.1 and 6.2 and where this Agreement expressly provides otherwise, each Title Warranty and each Business Warranty is not limited by the other provisions of this agreementAgreement, and/or her principal including the other Title Warranties and Business Warranties.
6.4 The Buyer acknowledges that it does not ratify rely on and has not been induced to enter into this agreement within Agreement on the aforementioned periodbasis of any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements whatsoever, other than those expressly set out in this Agreement and acknowledges that none of the Sellers and none of the Group Companies nor any of their agents, officers or employees have given any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements other than those expressly set out in this Agreement.
6.5 Subject to clause 11.6, the representative will be personally liable for all the obligations sole remedy of the Purchaser in terms Buyer for any breach of any of the Warranties and any other breach of this agreementAgreement by the Sellers shall be an action for damages. The Buyer shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, and other than any such entitlement arising due to fraudulent misrepresentation.
6.6 Where any Business Warranty is qualified by the agreement will expression "so far as each of the Warrantors is aware" or any expression having a similar effect, that Business Warranty shall be regarded as entered deemed to include an additional statement that it has been made after reasonable enquiry by the Warrantors.
6.7 Each Seller shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement which is inconsistent with or a breach of any of the Title Warranties given by it or which might render any of the Title Warranties misleading.
6.8 Each Warrantor shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement which is inconsistent with or a breach of any of the Business Warranties or which might render any of the Business Warranties misleading.
6.9 The Sellers shall not (if a claim is made against any of them in connection with the sale of the Shares to the Buyer) make any claim against any Group Company or against any director, employee, agent or officer of any Group Company on whom any of the Sellers may have relied before agreeing to any term of this Agreement or authorising any statement in the personal capacity Disclosure Letter. The Sellers acknowledge that they have no rights to make any such claim. This shall not prevent any Seller from claiming against any other Seller under any right of contribution or indemnity to which he may be entitled. The rights of each Group Company and any director, employee, agent or officer of any Group Company under this clause are subject to the provisions of clause 32 (rights of third parties).
6.10 Unless expressly provided otherwise in this Agreement, the liability of the person who signed Sellers for their respective obligations and liabilities under this agreement as Purchaser or on behalf of the PurchaserAgreement shall be several.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement (Jones Group Inc)
Warranties. 9.1 In The Seller warrants to the Buyer in the terms of the provisions Warranties at the date of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsAgreement.
9.2 The Purchaser having satisfied herself Save as provided in clause 9.3, except where expressly stated or where the context otherwise requires in schedule 3, each of the Warranties shall be deemed repeated at the date of this Agreement by the Seller in relation to each Group Company and any reference in schedule 3 to the state of the Property Company shall be deemed to have accepted the dwelling in good order and conditionbe a reference to each Group Company.
9.3 Save in relation to warranty 8 (Information Technology), 9 (Intellectual Property) and 14.3 (Group Companies) the Warranties shall not be given, or deemed repeated pursuant to the provision of clause 9.2, in relation to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any part of them) and accordingly no reference in schedule 3 to the Company, Group Company or Group (or any other reference which might otherwise be deemed to be a reference to Xxxxxx Xxx) shall be deemed to be a reference to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any part of them) save where such term is used in warranties 8 (Information Technology), 9 (Intellectual Property) or 14.3 (Group Companies).
9.4 The Warranties are qualified to the extent of those matters fairly disclosed in the Disclosure Letter.
9.5 Any Warranty which is qualified as specifically set out being given “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or qualified by any similar expression, is deemed to have been given after reasonable enquiry of Xxxx Xxxxx, Xxxxxx Xxxxxxxxxxx, Xxxx XxXxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx and Xxxx Xxxxxxx at the date of this Agreement.
9.6 Each Warranty is to be construed as a separate and independent warranty and, save as provided otherwise in this agreementAgreement, will not be limited by reference to any other Warranty.
9.7 Neither the Warranties, nor any rights or remedies in respect of them, will be extinguished or affected by Completion.
9.8 The Seller has made no representation and given no warranties also hereby warrants to the Buyer that the terms so warranted by it pursuant to clause 9.1 in respect of the subject matter of this agreement or Warranties set out in paragraphs 14.6 and 15 (in respect of anything relating thereto the Seller only) shall be deemed repeated immediately before Completion with reference to the facts and this sale is accordingly voetstootscircumstances then prevailing.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly 9.9 Any payment made by the Seller and Purchaserin respect of a Claim shall, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall maximum extent possible, be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person deemed to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into a reduction in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserPurchase Price.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares (Dollar Financial Corp), Agreement for the Sale and Purchase of Shares (Dollar Financial Corp)
Warranties. 9.1 In 8.1 Subject to the provisions of this Clause 8 and save as fairly disclosed under the terms of the provisions Disclosure Letter or set out, referred to or noted in the Interests Documents, each Seller hereby warrants to the Purchaser solely in respect of those Interests identified in Part 1 of Schedule 1 to be transferred by that Seller at the date hereof in the terms set out in Schedule 5.
8.2 The Purchaser hereby warrants to the Sellers at the date hereof in the terms set out in Schedule 6.
8.3 The sole remedy of the Consumer Protection ActPurchaser in respect of any Relevant Claim shall be an action for damages. Save in the event of fraud by the Sellers, 19 no right of 2008rescission shall be available to the Purchaser by reason of any fact, matter or circumstance giving rise to a Relevant Claim.
8.4 A Seller shall not be liable for any Relevant Claim unless it shall have received from the Purchaser, as soon as practicable after the Purchaser becomes aware of the same, written notice containing reasonable details of the Relevant Claim including the Purchaser’s provisional estimate of the amount of the Relevant Claim provided always that such notice is recorded received on or before the first anniversary of the Completion Date. If any delay by the Purchaser in notifying a Relevant Claim prejudices a Seller’s ability to avoid or mitigate its liability in respect of that Relevant Claim then the Seller’s liability to the Purchaser in respect thereof shall be reduced to the extent that the Purchaser has Seller is prejudiced by the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property delay. Any Relevant Claim made shall be deemed to have accepted been withdrawn unless legal proceedings in respect thereof have been both issued and served on the dwelling in good order and conditionSeller within six (6) months of the giving of such notice.
9.3 Save 8.5 Except as specifically set forth in Clause 8.1, neither the Sellers nor any of their Affiliates nor any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any of their Affiliates (including, without limitation, their auditors) makes any representation, warranty or undertaking, statement, opinion, information or gives any advice (including without limitation any representation, warranty, undertaking, statement, opinion, information or advice (a) communicated (orally or in writing) to the Purchaser or any Affiliate of the Purchaser or (b) made in any data, information or document communicated to the Purchaser or any Affiliate of the Purchaser or made by any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any Affiliate of the Sellers) (“Representations”) and the Purchaser acknowledges, affirms and warrants that it has not relied, and will not rely, upon any such Representation in entering into this Agreement or carrying out the transactions contemplated by this Agreement and that, where any Representation is repeated in this Agreement, all liability for misrepresentation whether negligent or innocent (but expressly excluding liability for fraudulent misrepresentation) is hereby excluded and the sole remedy of the Purchaser shall be such remedies as are set out in this agreementClause 8. The Purchaser hereby irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind this Agreement by reason of any Representation not expressly set out in this Agreement (save in the case of fraud). Without limiting the generality of the foregoing, the Seller has made Sellers make no representation or warranty as to: (i) the amounts, quality or deliverability of reserves of crude oil, natural gas or other hydrocarbons attributable to the Interests (ii) any geological, geophysical, engineering, economic or other interpretations, forecasts or evaluations, (iii) any forecast of expenditures, budgets or financial projections, or (iv) any geological formation, drilling prospect or hydrocarbon reserve.
8.6 The Sellers shall not be liable for any Relevant Claim to the extent that such Relevant Claim (or the subject matter thereof):
8.6.1 occurs or arises, or such Relevant Claim otherwise having arisen, is increased as a result of any act, matter, omission, transaction or circumstance which would not have occurred but for the passing of, or any change in, after the date hereof, any law, rule, regulation, interpretation of the law, or any administrative practice of any government, governmental department, agency, regulatory body or Person (including any passing of, or change in, any law, rule, regulation, interpretation of the law or any administrative practice as aforesaid which takes place retrospectively, or any increase in the rates of Taxation or any imposition of Taxation or any amendment to or the withdrawal of any extra-statutory concession or other practice previously made by or published by any Tax Authority (in whatever jurisdiction) and given no warranties in force at the date of this Agreement);
8.6.2 occurs or arises, or such Relevant Claims otherwise having arisen, is increased as a result of any voluntary act, default, omission, transaction or arrangement after Completion by the Purchaser or any of its Affiliates;
8.6.3 occurs or arises, or such Relevant Claim otherwise having arisen is increased as a result of the Seller doing or omitting to do any act or thing at the request of or with the agreement of the Purchaser between the date of this Agreement and Completion; or
8.6.4 relates to any loss which is recoverable by the Purchaser from its insurers.
8.7 The liability of the Sellers in respect of any Relevant Claim (except a claim in respect of the Warranties given in paragraphs 1 and 3 of Schedule 5) shall be limited as follows:
8.7.1 the Sellers shall have no liability except to the extent that the damages to which the Purchaser is entitled in aggregate exceed an amount equal to five percent (5%) (the “Claim Threshold”) of the Final Consideration provided that if the aggregate amount of Relevant Claims reaches the Claim Threshold the Purchaser shall be entitled (subject matter to the other provisions of this agreement Clause 8) to recover in respect of each and all such Relevant Claims and not just the excess over the Claim Threshold; and
8.7.2 the maximum aggregate liability of the Sellers in respect of all Relevant Claims shall not exceed an amount equal to one hundred percent (100%) of the Final Consideration.
8.8 If:
8.8.1 the Purchaser becomes aware of any circumstance which may result in the Purchaser having a Relevant Claim against the Sellers as a result of or in connection with a liability or alleged liability to a third party; or
8.8.2 the Purchaser is or may be entitled by law to recover from some other person, firm, authority or body corporate any sum in respect of which the Purchaser may have a Relevant Claim, the Purchaser shall promptly notify the Sellers thereof in writing and the Sellers shall be entitled (i) to take and/or require the Purchaser to take any action the Sellers might reasonably request to resist such liability or enforce such recovery (as the case may be), in both cases in the name of the Purchaser but at the cost and expense of the Sellers, and (ii) to have conduct of any appeal, dispute, compromise or defence of the dispute and of any incidental negotiations for the aforesaid purposes, and the Purchaser will give the Sellers all co-operation, access and assistance for the purposes of resisting such liability or enforcing such recovery (as the case may be) as the Sellers may reasonably require PROVIDED THAT notwithstanding the provisions of this clause, the Purchaser shall not be obliged to take any action or do any act or thing that would in the reasonable view of the Purchaser have a material adverse effect on their business or reputation.
8.9 If the Sellers pay to the Purchaser an amount pursuant to a Relevant Claim and the Purchaser is entitled to recover from some other person any sum to which it would not have been or become entitled but for the circumstances giving rise to such Relevant Claim, the Purchaser shall promptly undertake all appropriate steps to enforce such recovery and shall forthwith repay to the Sellers the lesser of (i) the amount paid to the Purchaser by the Sellers pursuant to the Relevant Claim; and (ii) the amount recovered from the third party, in each case less all costs, charges and expenses reasonably incurred by the Purchaser in obtaining (or consequent upon obtaining) that payment and in recovering that amount from the third party.
8.10 Nothing in this Agreement shall relieve the Purchaser of any duty, whether at common law or otherwise, to mitigate any loss or damage incurred by it in respect of any breach by the Sellers of the Warranties or any other term of this Agreement or in respect of anything relating thereto and this sale is accordingly voetstootsits subject matter.
9.4 8.11 The Purchaser shall not be entitled to recover from the Sellers the same sum or loss more than once in respect of any Relevant Claim.
8.12 Where a warranty is qualified by the words “so far as the Seller warrants and is aware”, or any similar expression, each of the Sellers acknowledges that he/it has represented to the Purchaser that such warranty has been so qualified after due enquiry of the Aberdeen based Senior Management Team and Xxxxxxxx Xxxxxx, Asset Manager and that the Seller has used reasonable endeavours to ensure that the statement contained in that warranty is not aware accurate. The Purchaser acknowledges that neither the persons referred to above nor the Sellers have any obligation to make enquiries of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share other person in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by Warranties.
8.13 The Purchaser acknowledges and agrees that at the Seller to the Purchasertime of entering into this Agreement it does not have:
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware 8.13.1 knowledge of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over matter or thing which, save as disclosed in the schemeDisclosure Letter, is registered inconsistent with the Warranties; and
8.13.2 knowledge that the matter or thing could result in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formedRelevant Claim, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee acknowledgement shall be personally liable for all binding on any person bringing a claim under or in connection with the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserWarranties.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Hive in Agreement, Hive in Agreement (Endeavour International Corp)
Warranties. 9.1 In terms 8.1 The Vendor represents, warrants and undertakes to and with the Purchaser that each of the provisions statements set out in Schedule 9 is now and will at Completion be true and accurate.
8.2 The Warranties are given subject to matters fully, fairly and specifically disclosed in the Disclosure Letter but no other information relating to the Target Group of the Consumer Protection Act, 19 of 2008, it is recorded that which the Purchaser has the right to receive goods knowledge (in this instance the Propertyactual or constructive) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, investigation by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserPurchaser shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the Disclosure Letter.
10.2 If 8.3 The Vendor acknowledges that the Purchaser acts as representative of a third party has entered into this Agreement in reliance upon the Warranties and fails has been induced by them to disclose enter into this Agreement.
8.4 Without restricting the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, in terms the event that any of the Warranties in this Clause 8 or in Schedule 9 is broken or (as the case may be) proves to be untrue or misleading (subject to all qualifications and exceptions contained in the Warranties or such covenant or undertaking relating to materiality, material adverse effect or words of similar import), the Vendor shall, on demand, pay to the Purchaser or, at the Purchaser’s direction, the Target Group:
8.4.1 the amount necessary to put the Target Group into the position which would have existed if such Warranties had not been broken or (as the case may be) had been true and not misleading or such covenants and undertakings had been fully performed and satisfied; and
8.4.2 all costs and expenses incurred by the Purchaser and/or the Target Group in connection with or as a result of such breach and any costs (including reasonable legal costs on a solicitor and own client basis), expenses or other liabilities which any of them may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of such Warranties has been broken or is untrue or misleading in which the Purchaser is the prevailing party or (ii) the enforcement of any settlement of, or order or judgment in respect of, such claim.
8.5 Where any statement in the Warranties or any confirmation or certificate given by the Vendor hereunder or pursuant hereto is qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s knowledge and belief” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due enquiry.
8.6 The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither they nor the Target Group shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given.
8.7 The Vendor hereby agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the date of this agreementAgreement and before Completion which:-
8.7.1 constitutes a breach of or is inconsistent with any of the Warranties;
8.7.2 constitutes a breach of or is inconsistent with any of the covenants or undertakings by the Vendor as are set out herein; or
8.7.3 has, or is likely to have, a material adverse effect on the financial position or prospects of the Target Group.
8.8 In the event of its becoming apparent on or before Completion that the Vendor is in breach of any of the Warranties or any other term of this Agreement (subject to all qualifications and exceptions contained in the Warranties or such other term relating to materiality, material adverse effect or words of similar import) in any material respect the Purchaser may (without any liability on its part) rescind this Agreement by notice in writing to the Vendor’s Solicitors.
8.9 The Vendor shall give to the Purchaser and the agreement will be regarded Purchaser’s Solicitors and Advisors both before and after Completion all such information and documentation relating to the Target Group as entered into in the personal capacity Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the person who signed this agreement as Purchaser or on behalf Warranties.
8.10 The benefit of the PurchaserWarranties may be assigned in whole or in part and without restriction by the person for the time being entitled thereto.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Biopack Environmental Solutions Inc.)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded 5.1 The Warrantor acknowledges that the Purchaser has the right Series B Investors have been induced to receive goods (in enter into this instance the Property) that:-
9.1.1 are reasonably suitable Agreement and to subscribe for the purposes for which New Shares on the goods are generally intended;basis of and in reliance upon the Warranties amongst other things.
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 5.2 The Warrantor warrants to the intended use of the goods for residential purposes, Series B Investors that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order each and condition.
9.3 Save as specifically every Warranty set out in this agreement, Schedule 5 is true and accurate at the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature date of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)subject only to:
(a) All amounts payable to the Body Corporate matters Disclosed in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserdie Disclosure Letter; and
(b) If the Trusteesany exceptions expressly provided for under this Agreement.
5.3 Each Warranty is a separate and independent warranty, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferand, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effectedsave as otherwise expressly provided, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser no Warranty shall be liable for the payment thereof. The Seller warrants that he is not aware of limited by reference to any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation other Warranty or by me other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, Agreement and the agreement will be regarded as entered into in the personal capacity Disclosure Letter.
5.4 The rights and remedies of the person who signed this agreement as Purchaser Series B Investors in respect of any breach of any of the Warranties shall not be affected by Completion, any investigation made by or on behalf of the PurchaserSeries B Investors into the affairs of the Company or any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release.
10.2 If 5.5 No information relating to the Purchaser acts Company of which the Series B Investors have knowledge (actual or constructive) other than by reason of it being disclosed in accordance with clause 5.2(a) shall prejudice any Claim which the Sales B Investors shall be entitled to bring or shall operate to reduce any amount recoverable by the Series B Investors under this Agreement,
5.6 Where any Warranty is qualified by the expression “so far as representative the Warrantor is aware” or words having similar effect, such Warranty shall be deemed to include a statement that such awareness means both the actual knowledge of the Company and also such knowledge which the Company would have had if it had made duo and careful enquiry of Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxx to ascertain whether each Warranty is correct and not misleading.
5.7 The Series B Investors agree among themselves that the following provisions shall (unless they subsequently agree amongst themselves to the contrary acting by way of a third party and fails Series B Majority) apply in relation to disclose the name enforcement of her principal and furnish written proof any of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser Warrantor owed to the Series B Investors under this Agreement (the “Obligations”):
(a) no claim in terms respect of this agreement, and the agreement will be regarded as entered into in the personal capacity any breach of the person who signed this agreement as Purchaser or on behalf Obligations shall be brought by any of the PurchaserSeries B Investors without the prior written consent of a Series B Majority provided that all Series B Investors have been informed of the breach of the Obligations and consulted prior to a Series B Majority decision being made;
(b) tire costs incurred by any Series B Investors in bringing a claim in respect of any breach of the Obligations shall be borne by all of the Series B Investors proportionately to their holding of New Shares at that time; and
(c) any damages obtained as a result of any claim in respect of any breach of the Obligations will, after deduction of all costs and expenses, be divided amongst the Series B Investors proportionately to their holding of Now Shares as a percentage of all New Shares at that time. Any Series B Investor shall be entitled to waive the Obligations owed to it at any time prior to the issue of proceedings with the consequence that it shall not be liable to hear its proportion of the costs referred to in (b) above (which costs per Series B Investor shall increase rateably for the remaining Series B Investors) nor entitled to any of the damages referred to in (c) above.
5.8 The Company acknowledges and agrees that, in connection with any Claim by the Series B Investors for breach of the Obligations, the Series B Investors shall be entitled to seek, as part of any Claim for damages, an amount equal to the Series B Investors’ proportionate share of the amount actually paid by the Company to the Series B Investor as a result of any such Claim.
Appears in 2 contracts
Samples: Subscription and Shareholders’ Agreement, Subscription and Shareholders’ Agreement (Mimecast LTD)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 6.1. Subject to the intended use following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable to the Seller at the time when risk passes to the Buyer. The Seller does not undertake any warranty in respect of defects caused by improper handling, wear and tear, storage, any alteration of the goods for residential purposes, that by the provisions Buyer or any use by the Buyer in a manner which adversely affects the performance of the Consumer Protection Act has been complied with in all respectsgoods or other acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability.
9.2 The Purchaser having satisfied herself as to the state of the Property 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
6.3. A delivery shall be deemed to have accepted been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the dwelling goods delivered by the Seller to the Buyer do not exceed the agreed or customary tolerances. The quantity in good order respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and conditionpackaging. In the case of reels and uncounted sheets the weight shall apply gross for net; in the case of reels the wrappings, cores and bungs and in the case of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects.
9.3 Save 6.4. The Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as specifically set out in this agreementto any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has made no representation and given no warranties approved thereof in respect writing. For claims in connection with defects, the following provisions shall apply:
a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are to be notified by the Buyer to the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the subject matter delivered goods and/or after delivery;
b) in case of this agreement defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer to the Seller forthwith, however, in respect any case within seven days after delivery;
c) in case of anything relating thereto and this sale is accordingly voetstootsdefects in quality which cannot be determined by visual inspection or by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted.
9.4 6.5. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify the Seller in case of defects or unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from the Seller warrants being used as component for tobacco products, packing of food, bottling and acknowledges that he/drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products.
6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall be excluded.
6.7. Until the facts of the case have been ascertained, the Buyer shall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is not aware of suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration case within the deadline provided in the forwarding contract.
6.8. If the quantity of the Propertygoods delivered by the Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency.
6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a special levy is raisedreduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by way law.
6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded.
6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registrationdelay in acceptance, if possible/on an equal basis/by the Seller/by the Purchaserany, shall be included in such seven- months period.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms 6.12. The fulfilment of Section 37(1) any warranty obligations of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund be subject to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes Buyer fulfilling any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware and all of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyits Contractual obligations, in compliance with section 25 (14) of Act 95 of 1986particular its payment obligations as agreed.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Warranties. 9.1 In 8.1 The Sellers hereby represent and warrant to Global in the terms of the provisions Warranties.
8.2 The Warranties are qualified to the extent but only to the extent of the Consumer Protection Act, 19 of 2008, it is recorded that facts and circumstances fairly disclosed in the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsDisclosure Letter.
9.2 8.3 The Purchaser having satisfied herself as Sellers undertake not to the state make any claim against a Telecom Group member or a director, officer or employee of the Property shall be deemed to a Telecom Group member which it may have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement (or seek to mitigate damages payable in respect of anything relating thereto and any claim made against the Sellers by Global by reference to) a misrepresentation, inaccuracy or omission in or from information or advice provided by the Telecom Group member or a director, officer, agent, adviser or employee of a Telecom Group member for the purpose of assisting the Sellers to make a representation, give a Warranty, enter into this sale is accordingly voetstootsAgreement or prepare the Disclosure Letter unless such representation, inaccuracy or omission was wilful.
9.4 The Seller warrants 8.4 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement, the Tax Covenant or another Warranty and Global shall have a separate Claim and right of action in respect of every breach of each such Warranty.
8.5 Global confirms that it has not entered into this Agreement or any document entered into hereunder or referred to herein in reliance upon any representation, warranty or undertaking other than those expressly contained herein and acknowledges that he/it is has not aware of any special levies that have been raisedrelied on, or and will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate make no claim in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware respect of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the schemerepresentation, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation warranty or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, undertaking made or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser supplied by or on behalf of the Purchaser.
10.2 If Sellers, Racal or any other person whatsoever which is not contained herein. Without limiting the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours general nature of the conclusion foregoing, Global confirms that it has not relied on and will make no claim against the Sellers, Racal or any other person whatsoever in respect of this agreementany budget, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations forecast or other projection of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser any nature made or supplied by or on behalf of any person.
8.6 Racal and the PurchaserSellers acknowledge that Global has relied upon the Warranties in entering into this Agreement.
8.7 Where any of the Warranties is expressed to be given or made to the best of the Sellers' knowledge or is qualified by reference to the Sellers' awareness or is qualified in some other manner having substantially the same effect, such statement shall be deemed to be qualified by the additional statement that the knowledge of the Sellers shall be limited to the actual knowledge of the person listed in Part C of Schedule VI in relation to the Warranties set out in Schedule VI against such person, such person having made reasonable diligent enquiry of other employees of the Racal Group in relation to the subject matter of the warranty in question.
8.8 The provisions of Schedule VI, Part A shall have effect.
8.9 Between the date of this Agreement and Completion, the Sellers shall notify Global in writing as soon as reasonably practicable after they become aware of a fact or circumstance which constitutes or which might constitute a breach of clause 8.1 or 8.13 together with the Sellers' best estimate of the amount of the liability. The Sellers shall ensure that notification of each fact or circumstance which constitutes or might constitute a breach of clause 8.1 or 8.13 shall be given not less than two Business Days before Completion.
(a) Any provision of this Agreement and agreements, certificates or other instruments delivered pursuant to this Agreement which is capable of being performed after but which has not been performed at or before Completion, and (b) all representations, warranties, covenants, indemnities, agreements and other undertakings contained in this Agreement, and in any agreements, certificates or other instruments delivered pursuant to this Agreement, shall survive and not be affected by Completion and shall remain in full force and effect.
8.11 The Sellers shall ensure that (save if and insofar as may be necessary to give effect to this Agreement) neither they nor any member of the Telecom Group will cause or permit anything to be done or omitted to be done either before or at Completion which would constitute a material breach of any of the Warranties if given at any time up to Completion or which would make any of the Warranties materially inaccurate or materially misleading if they were so given.
8.12 If Global has or would have at Completion a claim or claims against the Sellers in aggregate of more than (Pound Sterling)75 million which have arisen at or prior to Completion, Global may terminate this Agreement by notice to the Sellers given at or before Completion but for the avoidance of doubt, in the event that Global terminates this Agreement, Global shall have no right to claim damages or any other remedy against any of the Sellers in respect of all or any part of such claim or claims other than pursuant to clause 16.
Appears in 2 contracts
Samples: Sale Agreement (Global Crossing LTD), Sale Agreement (Global Crossing LTD)
Warranties. 9.1 In terms 7.1. The Sellers acknowledge that the Buyers are entering into this Agreement on the basis of the provisions Sellers’ Warranties. The Sellers’ Warranties are given in respect of the Consumer Protection ActTarget Group and, 19 where applicable, in respect of 2008the Dutch Business.
7.2. The Sellers warrant to the Buyers that, it is recorded that except as Disclosed in the Purchaser has the right to receive goods Disclosure Letter (in respect of the Sellers’ Warranties given on the date of this instance Agreement) and/or the PropertySupplementary Disclosure Letter (in respect of the Sellers’ Warranties given on the Completion Date), each Sellers’ Warranty is true, accurate and not misleading on the date of this Agreement and on the Completion Date, in each case by reference to the facts then existing.
7.3.1. The Warranties are deemed to be repeated on the Completion Date, by reference to the facts then existing. Any reference made to “the date of this Agreement” or “the date hereof” (whether express or implied) that:-
9.1.1 are reasonably suitable for in relation to any Warranty shall be construed, in connection with the purposes for which repetition of the goods are generally intendedWarranties, as a reference to the Completion Date;
9.1.2 are 7.3.2. In the Warranties given on the date of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard this Agreement references to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property “Accounts” shall be deemed to have accepted be references to the dwelling 2012 Accounts and the 2012 Cangenix Accounts and in good order the Warranties given on the Completion Date references to the “Accounts” shall be deemed to be references to the 2013 Accounts and conditionthe 2012 Cangenix Accounts.
9.3 Save 7.4. If at any time during the Interim Period the Sellers become aware that a Sellers’ Warranty has been breached, is untrue or is misleading, or have a reasonable expectation that any of those things might occur, it shall promptly:
7.4.1. notify the Buyers of the relevant occurrence in sufficient detail to enable the Buyers to make an accurate assessment of the situation; and
7.4.2. if requested by the Buyers, use its reasonable endeavours to prevent or remedy the notified occurrence.
7.5. If a Sellers’ Warranty is qualified by the expression so far as the Seller is aware or to the best of the knowledge, information and belief of the Sellers or any similar expression, such awareness or knowledge, information or belief shall be deemed to be given by the Sellers after they have made reasonable enquiries of Onno van xx Xxxxxx, Xxxxxxxxx Jetten, Xxxxx Xxxxx, Xxxx Montana, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxxx.
7.6. Each of the Sellers’ Warranties is separate and, unless otherwise specifically set out provided, is not limited by reference to any other Sellers’ Warranty or any other provision in this agreementAgreement.
7.7. Except for the matters specifically disclosed, no information of which the Buyers, their agents or advisers has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made by the Buyers or on their behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim.
7.8. The Buyers hereby acknowledge that they have no actual knowledge nor awareness of there being any breach of any of the Sellers’ Warranties by the Sellers as at the date of this Agreement.
7.9. The Sellers agree that the supply of any information by or on behalf of any member of the Target Group or the Dutch Seller or any of their respective employees, directors, agents or officers (“Officers”) to the Sellers or their advisers in connection with the Sellers’ Warranties, the Seller has made no Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers. Save in the case of fraud, the Sellers unconditionally and given no warranties irrevocably waives all and any rights and claims that they may have against any member of the Target Group or any Officer or Employee in respect of or relating to the subject matter preparation of the Disclosure Letter, or agreeing the terms of this agreement Agreement or otherwise (including, without limitation, in connection with matters contemplated herein and, in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that heany Officer or Employee, in connection with his/it is not aware of any special levies that have been raised, her employment or will be raised, after signature of this Agreement but prior to registration of engagement in the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferhereof), the Seller shall refund and further undertake to the Purchaser Buyers not to make any such amount when it becomes payable claims.
7.10. The Buyers warrant to the Sellers that, relying upon the accuracy of the turnover information relating to the Services Division which was posted by the PurchaserSellers in the data room section 18 under the name “Revenue (2012) split by country.xlsx”, they have obtained all mandatory approvals and consents and made all mandatory filings and notifications required in connection with the Transaction in accordance with applicable competition law and regulations.
7.11. If after acceptance hereof but before transfer is effected, The rights and remedies of the Trustees passes parties in respect of any resolution imposing a special levy claim under this Agreement or claim under the Tax Deed shall not be affected by Completion or failure by the other parties to cater for any future improvements rescind this Agreement.
7.12. Save to the scheme extent expressly provided otherwise in this Agreement all warranties, indemnities, undertakings, agreements, covenants and obligations of (a) the Purchaser Sellers under this Agreement are joint and several and the Sellers shall be jointly and severally liable for the payment thereof. The Seller warrants that he is not aware in respect of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour Relevant Claim brought against either one of the Body Corporate/Developer Sellers; and (b) the Buyers under this Agreement are joint and several and the Purchaser is hereby informed Buyers shall be jointly and severally liable in respect of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days any claim brought against either one of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserBuyers.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Sale & Purchase Agreement (Galapagos Nv), Sale & Purchase Agreement (Charles River Laboratories International Inc)
Warranties. 9.1 In terms of 8.1 Subject to sub-clauses 8.3 to 8.5, the provisions of Seller warrants to the Consumer Protection Act, 19 of 2008, it is recorded Purchaser that the Purchaser has Warranties (except the right to receive goods Warranty set out at paragraph 3 of Schedule 3 (Warranties)) are true and accurate at the date of this Agreement (or such other date if so specified in this instance the Propertysuch Warranty) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Warranties shall be deemed to have accepted be repeated on the dwelling Completion Date by reference to the facts and circumstances as at the Completion Date (or such other date if so specified in good order and conditionsuch Warranty).
9.3 Save 8.2 Subject to sub-clause 8.4, the Purchaser warrants to the Seller that the Warranties set out at paragraphs 2.1, 2.2, 2.3 and paragraph 3 of Schedule 3 (Warranties) are true and accurate at the date of this Agreement (or such other date if so specified in such Warranty) and the Warranties shall be deemed to be repeated on the Completion Date by reference to the facts and circumstances as specifically at the Completion Date (or such other date if so specified in such Warranty).
8.3 The Purchaser acknowledges that it does not rely on, and has not relied on or been induced to enter into this Agreement on the basis of, any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever arising from its due diligence or the pre-contractual negotiations, other than (i) the Warranties; and (ii) the Accounts and the public announcements of the Company made through the Istanbul Stock Exchange (collectively the “Public Information”) and acknowledges that neither the Seller nor any of its agents, officers or employees:
(A) have given such warranties, representations, covenants, indemnities or statements other than the Warranties; nor
(B) should be liable in respect of any Public Information other than in accordance with sub-clause 8.8.
8.4 The liability of the Seller and the Purchaser in respect of Claims shall be limited as follows:
(A) the liability of the Seller in respect of any Claim (or series of related Claims with respect to related facts or circumstances):
(i) in relation to the Additional Warranties shall not (when aggregated with the amount of all other such Claims in relation to the Additional Warranties) exceed 20 per cent. of the Purchase Price; and
(ii) shall not (when aggregated with the amount of all other Claims against the Seller including any Claims under the Additional Warranties) exceed the Purchase Price;
(B) the liability of the Purchaser in respect of any Claim (or series of related Claims with respect to related facts or circumstances) shall not (when aggregated with the amount of all other Claims against the Purchaser) exceed the Purchase Price;
(C) other than any Claim in relation to the Basic Warranties (to which the applicable English law statutory limitation period on claims shall apply), neither the Seller nor the Purchaser shall be liable in respect of any Claim unless written notice containing reasonable details (to the extent practicable) of such Claim is given by or on behalf of the claimant party to the other party by no later than 18 (eighteen) months from the Completion Date, provided that any such Claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn and shall absolutely determine unless proceedings in respect of it have been properly commenced within 6 (six) months of such written notice. Where written notice of such Claim has been given and proceedings in respect of it have been properly commenced within the time periods set out in this agreementsub-clause 8.4(C), then the subject of such Claim shall survive until such Claim has been finally resolved;
(D) neither the Seller has made no representation nor the Purchaser shall be liable to make payment for any Claim based upon a liability which is contingent unless and given no warranties until such contingent liability becomes an actual liability, provided that this shall not prevent the claimant party notifying the other of such Claim for the purposes of sub-clause 8.4(C) above save that in respect of such circumstances the subject matter of this agreement or 6 (six) month period referred to in respect of anything relating thereto and this sale is accordingly voetstoots.sub-clause 8.4(C) shall commence on the date on which the contingent liability becomes an actual liability;
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by (E) neither the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme nor the Purchaser shall be liable for any Claim to the extent that the liability arises or is increased as a result of any legislative, legal or regulatory requirement not in force at the date of this Agreement, where such requirement has been made or issued outside the reasonable control of the Parties or has not been issued or made as a result of the breach of this Agreement by either Party;
(F) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to the other party;
(G) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the same loss under such Claim has been recovered by the Seller or Purchaser (as applicable) under any provision of this Agreement or any other Transaction Document (including, for the avoidance of doubt, in respect of the Seller as a claiming party, as a result of any benefits conferred on it by virtue of Clause 22 (Contracts (Rights of Third Parties) Act 1999) of the Dogus SPA) and accordingly the Seller or the Purchaser (as applicable) may only recover once in respect of the same loss;
(H) the Seller and the Purchaser shall only be liable in respect of a Claim if and to the extent that such Claim is admitted by the relevant party, the subject of an arbitral award or proven in a court of competent jurisdiction;
(I) any payment made by the Seller or any other person in respect of any Claim shall be deemed to be a reduction of the Purchase Price; and
(J) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been carried out with the express consent of the Parties. None of the limitations in this sub-clause 8.4 shall apply to the extent that any breach by a party of its obligations under this Agreement is caused by fraud, wilful default or wilful concealment.
8.5 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.
8.6 Other than as expressly set out in this Agreement (including, for the avoidance of doubt the payment thereof. of the consideration in accordance with Clause 6 (Consideration)), neither the Seller nor the Purchaser shall be liable to make any payment under this Agreement nor exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the other hereunder or under any other agreement subsisting between them unless and until the liability of the Seller or the Purchaser (as applicable) has been agreed or adjudged payable in legal or arbitration proceedings.
8.7 The Seller warrants shall only be liable to make payment for any claim in connection with the Warranties to the extent that he the Purchaser has suffered or incurred Losses which relate to the Shares (and not, for the avoidance of doubt, to the shares it is acquiring from Dogus).
8.8 No provision of this Agreement (including but not aware limited to sub-clause 8.3) is intended to limit or exclude any duty or liability that is imposed on the Seller as a seller of public securities pursuant to the laws of any applicable jurisdiction relating to public securities in relation to misselling, misleading statements or practices or the possession of inside information in relation to such pending resolutionpublic securities which matters are accordingly subject to the laws of the applicable jurisdiction.
9.6 8.9 The Seller hereby discloses irrevocably and unconditionally undertakes that a real right it will not bring or conduct (in the absence of extension over fraudulent or dishonest conduct or concealment) at any time any claims or actionable rights which it may have under contract, law or otherwise against the schemeCompany or any Company Group Member (or any of their respective directors, officers, employees or agents) arising out of or in connection with: (i) any matters relating to any period prior to Completion; or (ii) any matters for which it is registered in favour of the Body Corporate/Developer and or may be liable to the Purchaser is hereby informed arising out of such right accordingly, or in compliance connection with section 25 (14) of Act 95 of 1986the Transaction.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Warranties. 9.1 In terms 8.1 As at the Signing Date the Seller warrants to the Buyer that each Warranty and Tax Warranty is true and accurate and not misleading as at the date of this agreement, subject only to:
(a) any matter fairly disclosed in the Disclosure Letter;
(b) the limitations and qualifications set out in this clause 8 and Schedule 3; and
(c) in relation to the Tax Warranties only, the limitations and qualifications set out in Part 4 of Schedule 6.
8.2 Each Warranty and Tax Warranty made or given in respect of the provisions Target shall be deemed to be a warranty made or given in respect of each member of the Consumer Protection ActTarget Group and (unless the context or subject matter otherwise requires) the expression the “Target” in the Warranties and the Tax Warranties shall be construed accordingly.
8.3 If any Warranty or Tax Warranty is qualified by the expression “so far as the Seller is aware” or “to the best of the knowledge, 19 information and belief of 2008the Seller” or words to such effect, it is recorded such expression shall mean that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Seller shall be deemed to have accepted the dwelling in good order knowledge of all facts, matters and condition.
9.3 Save as specifically set out in this agreement, circumstances actually known to the Seller has and which would have been known to the Seller had it made no representation and given no warranties in respect all reasonable enquiries of the Seller’s Group regarding the subject matter of the Warranty or Tax Warranty.
8.4 Notwithstanding any other provisions of this agreement or any other agreement or document entered into pursuant to this agreement, none of the limitations contained in this clause 8, Schedule 3, Schedule 6 or the Disclosure Letter nor any statutory limitation shall apply to any claim for breach of the Warranties, the Tax Warranties or under the Tax Covenant where the fact, matter or circumstance giving rise to the claim arises as a result of fraud by the Seller.
8.5 If any amount is paid by the Seller in respect of anything relating thereto and a breach of any Warranty or Tax Warranty or otherwise pursuant to this sale is accordingly voetstootsclause 8, the amount of such payment shall be deemed to constitute a reduction in the consideration payable under this agreement.
9.4 8.6 The liability of the Seller under the Warranties, the Tax Warranties and the Tax Covenant should be limited pursuant to the provisions of Schedule 3 and Part 4 of Schedule 6.
8.7 The Seller warrants and acknowledges agrees that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed information supplied by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, Target or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser Subsidiary or by or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours employees, directors, agents or officers of the conclusion of this agreement, and/or her principal does not ratify this agreement within Target and the aforementioned periodSubsidiary (“Officers”) to the Seller or its advisers in connection with the Warranties, the representative will be personally liable for all information disclosed in the obligations Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information provided by the Target, the Subsidiary or the Officers in favour of the Purchaser in terms of this agreementSeller, and the agreement will be regarded as entered into Seller hereby undertakes to the Buyer and to the Target, the Subsidiary and each Officer that it waives any and all claims which it might otherwise have against any of them in respect of such claims.
8.8 The Buyer warrants to the Seller in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaserterms set out in Schedule 5.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Live Nation Entertainment, Inc.)
Warranties. 9.1 In The Seller warrants and represents to the Buyer, except as Disclosed, in the terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; Warranties and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected Tax Warranties on the goods and having regard to the intended use date of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsthis agreement.
9.2 The Purchaser having satisfied herself as Without prejudice to the state right of the Property Buyer to claim on any other basis or take advantage of any other remedies available to it, if any Warranty or Tax Warranty is breached or proves to be untrue or misleading, the Seller shall pay to the Buyer (or as it may direct):
9.2.1 an amount equal to the amount necessary to put the Company and each of the Subsidiaries into the position they would have been in if the Warranty or Tax Warranty had not been breached or had not been untrue or misleading; and
9.2.2 all reasonable third party costs (including the reasonable fees of the Buyer’s legal and other professional advisers) and expenses reasonably incurred by the Buyer or any Group Company as a result of such breach, or of the Warranty or Tax Warranty being untrue or misleading.
9.3 Warranties or Tax Warranties qualified by the expression so far as the Seller is aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller after it has made due and careful enquiries of Xxxx Xxxxxxx, Xxxxx Xxxx and Xxxxx Xxxxxxxxx and of the Group’s legal advisers and auditors (including, for the avoidance of doubt, Ridouts LLP) and the knowledge, information and belief of the Seller shall be deemed to have accepted include the dwelling in good order actual knowledge, information and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect belief of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootseach such person.
9.4 The Seller warrants rights and acknowledges that he/it is remedies of the Buyer under this agreement shall not aware be affected, and the Warranties and the Tax Warranties shall not be regarded as being qualified by any fact, matter or information within the actual, imputed or constructive knowledge of the Buyer or of any special levies of its agents or advisers other than a fact, matter or information that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserDisclosed.
9.5 Levies Each of the Warranties and Special Levy (if any)
(a) All amounts payable Tax Warranties is separate and independent and without prejudice to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer other Warranties and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the TrusteesTax Warranties and, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferunless otherwise specifically provided, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware meaning and extent of any such pending resolutionWarranty or Tax Warranty, any part of it shall not be qualified or limited by reference to any other Warranty or Tax Warranty or any other provision in this agreement or give cause for a claim under the Tax Covenant.
9.6 The Seller hereby discloses shall ensure that a real right of extension over neither the scheme, is registered in favour Company nor any of the Body Corporate/Developer Subsidiaries does anything during the Interim Period which would be materially inconsistent with any of the Warranties or the Tax Warranties, breach any Warranty or Tax Warranty or cause any Warranty or Tax Warranty to be untrue or misleading.
9.7 The Seller shall promptly notify the Buyer in writing of anything which becomes known to it prior to Completion which causes a Warranty or Tax Warranty (as given on the date of this agreement or if repeated on Completion with reference to the facts and circumstances then existing) to become inaccurate or misleading.
9.8 The Warranties and Tax Warranties are deemed to be repeated on Completion with reference to the facts and circumstances then applying. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty or Tax Warranty shall be construed, in connection with the repetition of the Warranties and the Purchaser is hereby informed Tax Warranties, as a reference to the date of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986repetition.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Share Purchase Agreement (Griffin-American Healthcare REIT II, Inc.), Share Purchase Agreement (Griffin-American Healthcare REIT II, Inc.)
Warranties. 9.1 In terms 5.1 The Buyer enters into this agreement on the basis of, and in reliance on, the Warranties.
5.2 The Seller warrants and represents to the Buyer that each of the provisions of the Consumer Protection ActWarranties is true, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order accurate and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or not misleading except in respect of anything relating thereto and this sale is accordingly voetstootsdisclosed.
9.4 5.3 The Seller warrants and acknowledges shall ensure that he/it nothing is not aware done or omitted to be done which would, at any time before or at Completion, be materially inconsistent with any of the Warranties, breach any of the Warranties or make any of the Warranties untrue or misleading.
5.4 Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any special levies that have been raisedother remedies available to it, or will be raised, after signature of this Agreement but prior to registration if any of the Property. In the event that a special levy is raisedWarranties are breached or prove to be untrue or misleading, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, undertakes to pay to the Buyer on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)demand:
(a) All amounts payable the amount necessary to put the Body Corporate Buyer into the position it would have been in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer if such Warranty had not been breached or had been true and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchasernot misleading; and
(b) If all costs and expenses (including, without limitation, damages, claims, demands, proceedings, costs, legal and other professional fees and costs, penalties, expenses and consequential losses) incurred by the TrusteesBuyer (whether directly or indirectly) as a result of the breach or of such Warranty not being true or being misleading, and a payment made in accordance with the provisions of this clause 5.4 shall include any amount necessary to ensure that, after registration any Taxation of transfer imposes a special levy the payment, the Buyer is left with the same amount it would have had if the payment was not subject to meet expenses which have been underestimated for any period up Taxation.
5.5 Warranties given so far as the Seller is aware are deemed to be given to the date best of registration the knowledge, information and belief of transfer, the Seller shall refund after it has made all reasonable and careful enquiries.
5.6 Each of the Warranties is separate and, unless expressly provided to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effectedcontrary, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of limited by reference to any such pending resolutionother Warranty or anything in this agreement.
9.6 5.7 The Seller hereby discloses that a real right provisions of extension over Schedule 8 shall limit the scheme, is registered in favour liability of the Body Corporate/Developer and Seller in relation to any Claim. Provided that the Purchaser is hereby informed limitations in Schedule 8 shall not apply to any claim arising as a result of such right accordingly, in compliance with section 25 (14) a breach of Act 95 clause 2.1 or any Claim arising as a result of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days breach of the conclusion Warranties contained in paragraph 2 or paragraph 3 of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserSchedule 7.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Warranties. 9.1 In terms 7.1 Each of the provisions Sellers severally warrants to the Buyer that except as Disclosed as at Completion each of the Consumer Protection ActFundamental Warranties is accurate, 19 of 2008, it is recorded that the Purchaser has the right true and not misleading in relation to receive goods (in this instance the Property) that:-themselves
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 7.2 Each of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Non-New Wave Sellers severally warrant to the intended use Buyer that except as Disclosed as at Completion each Warranty (except the Fundamental Warranties) is true, accurate and not misleading.
7.3 Warranties qualified by the expression ''so far as the Sellers are aware'' or any similar expression qualifying the knowledge of a Seller are deemed to be given to the best of the goods for residential purposesknowledge, that the provisions information and belief of each of the Consumer Protection Act has been complied with in all respectsSellers after they have made due and careful enquiries of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxx.
9.2 The Purchaser having satisfied herself as to the state 7.4 Each of the Property shall be deemed Warranties is separate and, unless otherwise specifically provided, is not limited by reference to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out any other Warranty or any other provision in this agreement.
7.5 The only Warranties in connection with the Properties are those contained in the following paragraphs of Part 1 of Schedule 6:
7.5.1 Schedule 6 Part 1 -29 (Properties); and
7.5.2 Schedule 6 Part 1 -30 (Environmental).
7.6 Except for the matters Disclosed, no information of which the Seller Buyer (or any of its agents or advisers) has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made no representation and given no warranties in respect of by the subject matter Buyer or on its behalf), shall prejudice or prevent any Relevant Claim or reduce the amount recoverable under any Relevant Claim. Notwithstanding the forgoing provisions of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges Clause the Buyer confirms that he/it is not aware of any special levies matters that have been raisedentitle it (or would entitle it) to bring a Relevant Claim.
7.7 The Sellers agree that the supply of any information by or on behalf of the Company, or will be raisedany of its employees, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raiseddirectors, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy agents or officers (if any)
(aOfficers) All amounts payable to the Body Corporate Sellers or their advisers in terms of Section 37(1) of connection with the Sectional Titles Act of 1986 (Levies) Warranties, the Disclosure Letter or otherwise shall be payable by the Purchaser from date of Transfer and where applicable not constitute a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller warranty, representation or guarantee as to the Purchaser
(b) If the Trustees, after registration accuracy of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered information in favour of the Body Corporate/Developer Sellers. The Non-New Wave Sellers unconditionally and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, irrevocably waive all and such entity is not formed within 30 (Thirty) days any rights and claims that they may have against any of the conclusion of this agreementCompany or the Officers on whom they have, or may have, relied in connection with the entity does not ratify this agreement within 30 (Thirty) days preparation of the conclusion thereofDisclosure Letter, or agreeing the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and further undertake to the agreement will be regarded as entered into in Buyer, the personal capacity Company, and the Officers not to make any such claims. The New Wave Sellers unconditionally and irrevocably waive all and any rights and claims that they may have against any of the person who signed this agreement as Purchaser Company or on behalf the Officers (with the exception of the Purchaser.
10.2 If Key Sellers in connection with a Fraud Claim) on whom they have, or may have, relied in connection with the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours preparation of the conclusion of this agreementDisclosure Letter, and/or her principal does not ratify this agreement within or agreeing the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and further undertake to the Buyer, the Company, and the Officers (with the exception of the Key Sellers in connection with a Fraud Claim) not to make any such claims. For the purposes of this clause 7.7, ''Fraud Claim'' shall mean a Relevant Claim which arises or is delayed as a result of the dishonesty, fraud, wilful misconduct or wilful concealment by a Key Seller and for which the Buyer is entitled to bring a claim against the Sellers in accordance with clause 8.16 and where the New Wave Sellers suffer any loss or liability in connection with such claim
7.8 For the avoidance of doubt, the Buyer's rights and remedies in respect of any Relevant Claim shall not be affected by Completion, or any termination of (or the Buyer's failure to terminate) this agreement.
7.9 The Buyer warrants to the Sellers that the execution and delivery of this agreement will and the transactions contemplated herein (including, but not limited to, the issue of the Consideration Shares) have, where required, been duly and validly authorised and no other proceedings or actions are necessary to authorise this agreement or to complete the transactions contemplated herein.
7.10 If and to the extent that a liability arises in respect of a Substantiated Claim which is not otherwise excluded pursuant to the provisions of clause 8 (a Claim Liability), the provisions of this clause shall operate to allocate the relevant Claim Liability amongst the Sellers, subject at all times to the Cap. Accordingly the Claim Liability shall:
7.10.1 first, fall to the account of the Non-New Wave Sellers, provided that (i) the maximum amount to which the Non-New Wave Sellers shall be regarded as entered into obliged to contribute towards the Claim Liability shall be an amount equal to 50 per cent of the aggregate unadjusted Cash Consideration actually received by such Non-New Wave Sellers on the Completion Date (after the amounts payable to New Wave in respect of the purchase of the Preference Shares together with the interest accrued thereon have been settled from the aggregate unadjusted Cash Consideration and excluding any sum in respect of which a set-off or deduction is made from the Retention) (the First Call Cash) and (ii) provided always that the contribution amounts for each Non-New Wave Seller to the Claim Liability shall be strictly made in the personal capacity proportions by which each Non-New Wave Seller's amount of First Call Cash bears to the aggregate amount of First Call Cash;
7.10.2 second, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, then any such remaining residual Claim Liability shall fall to the account of the person Non-New Wave Sellers, who signed shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the Non-New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 37.5 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the First Call Shares) and (ii) if at such time any or all of the First Call Shares have already been sold, any relevant Non-New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such First Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each Non-New Wave Seller shall be made strictly by reference to the proportion by which each Non-New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the Non-New Wave Sellers;
7.10.3 third, if and to the extent that the Claim Liability is not settled in full by the First Call Cash together with the proceeds realised through the sale of First Call Shares, then any such remaining residual Claim Liability shall fall to the account of the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof provided that (i) the maximum amount to which the New Wave Sellers shall be obliged to contribute towards the Claim Liability shall be an amount equal to 50 per cent of the aggregate unadjusted Cash Consideration actually received by such Non-New Wave Sellers on the Completion Date (after the amounts payable to New Wave in respect of the purchase of the Preference Shares together with the interest accrued thereon have been settled from the aggregate unadjusted Cash Consideration and excluding any sum in respect of which a set-off or deduction is made from the Retention) (the Second Call Cash) and (ii) provided always that the contribution amounts for each New Wave Seller to the Claim Liability shall be strictly made in the proportions by which each New Wave Seller's amount of Second Call Cash bears to the aggregate amount of Second Call Cash;
7.10.4 fourth, if and to the extent that the Claim Liability is not settled in full by the First Call Cash together with the proceeds realised through the sale of First Call Shares and the Second Call Cash, then any such remaining residual Claim Liability shall fall to the account of the Non-New Wave Sellers, who shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the further sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the Non-New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 37.5 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the Second Call Shares) and (ii) if at such time any or all of the Second Call Shares have already been sold, any relevant Non-New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such Second Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each Non-New Wave Seller shall be made strictly by reference to the proportion by which each Non-New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the Non-New Wave Sellers;
7.10.5 fifth, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, the Second Call Cash and the proceeds realised through the sale of First Call Shares and Second Call Shares, then any such remaining residual Claim Liability shall fall to the account of the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof, who shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 75 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the Third Call Shares) and (ii) if at such time any or all of the Third Call Shares have already been sold, any relevant New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such Third Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each New Wave Seller shall be made strictly by reference to the proportion by which each New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the New Wave Sellers;
7.10.6 thereafter, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, the Second Call Cash and the proceeds realised through the sale of First Call Shares, Second Call Shares and Third Call Shares then any such remaining residual Claim Liability shall fall to the account of each of the Non-New Wave Sellers on the one hand and the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof, on the other hand, in equal proportions between each such group, such residual Claim Liability to be satisfied by the entitlements of each group to receive actual payments from the Buyer of Deferred Consideration and each respective group's contribution to be satisfied (i) by way of the relevant Sellers contributing any Deferred Consideration payments actually received, and, if such amounts are insufficient, then (ii) by way of set-off or deduction once such Deferred Consideration becomes payable;
7.11 Notwithstanding the provisions of clause 7.10 the Buyer shall be entitled to bring proceedings in respect of any Relevant Claim against all Sellers simultaneously, provided that it may only recover in accordance with the order of priority set out in clause 7.10.
7.12 Notwithstanding the provisions of this clause 7, Schedule 6 or Schedule 7 the Sellers shall have no liability for any Insured Risk. To the extent that the Policy is avoided by the Insurers as a direct consequence only of:
7.12.1 any misrepresentation or failure to disclose to the Insurers any facts actually known to the Sellers or the Company at the time the Policy was granted; or
7.12.2 the occurrence of any of the events set out in clause 6.2 of the Policy, the PropCo Sellers shall be jointly and severally liable for the Insured Risks subject always to the limitations set out in clause 8 of this agreement as Purchaser or on behalf of if the Purchaserterm Sellers was substituted with PropCo Sellers.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Summit Therapeutics PLC)
Warranties. 9.1 In terms of Employee-Contributor agrees, represents and warrants that:
(a) The Employee-Contributor Contribution Consideration is fair value for his or her Company Stock, and such fair value received and the provisions of releases and other agreements made by the Consumer Protection ActCompany, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (Laredo and LPI in this instance the Property) that:-
9.1.1 Release are reasonably suitable good and sufficient consideration for the purposes for which the goods are generally intended;
9.1.2 are his or her execution of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsthis Release.
9.2 The Purchaser having satisfied herself as to (b) Employee-Contributor will sign this Release when the state of Contribution Agreement is executed, but the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is Release will not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Propertybecome effective until Closing. In the event that a special levy the Contribution Agreement is raisedterminated prior to the Closing, by way this Release shall thereupon become void and of a special resolution passed by no force or effect.
(c) Employee-Contributor has not filed any claims, appeals, complaints, charges or lawsuits against the trustees Company with any governmental agency or court.
(d) Employee-Contributor acknowledges and agrees that he or she (i) has received or had full access to all the information he or she considered necessary or appropriate to make an informed decision with respect to his or her execution of the body corporateContribution Agreement and this Release and (ii) has had an opportunity to ask questions and receive answers from the Company and Laredo regarding the terms and conditions of the Contribution Agreement and this Release; (iii) is not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) or Chapter 21.001 of the Texas Labor Code that may arise after date of signature the Closing Date, or any rights or claims to test the knowing and voluntary nature of this Agreement but Release under the Older Workers’ Benefit Protection Act, as amended; (iv) has carefully read and fully understands all of the provisions of this Release; (v) knowingly and voluntarily agrees to all of the terms set forth in this Release and to be bound by this Release; (vi) is hereby advised in writing to consult with an attorney and tax advisor of her/his choice prior to registration of executing this Release and has had the Propertyopportunity and sufficient time to seek such advice; and (vii) is releasing the Company from any and all claims he or she may have against the Company, it is agreed that relating to her/his employment and separation until and including the special levy will be paid: * jointly by Closing Date, including claims arising under the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserADEA.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Contribution Agreement (Laredo Petroleum - Dallas, Inc.), Contribution Agreement (Laredo Petroleum Holdings, Inc.)
Warranties. 9.1 In terms of Employee-Seller agrees, represents and warrants that:
(a) The Employee-Seller Consideration is fair value for his or her Company Stock, and such fair value received and the provisions of releases and other agreements made by the Consumer Protection ActCompany, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (LPI and Laredo in this instance the Property) that:-
9.1.1 Release are reasonably suitable good and sufficient consideration for the purposes for which the goods are generally intended;
9.1.2 are his or her execution of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsthis Release.
9.2 The Purchaser having satisfied herself as to (b) Employee-Seller will sign this Release when the state of Purchase and Sale Agreement is executed, but the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is Release will not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Propertybecome effective until Closing. In the event that a special levy the Purchase and Sale Agreement is raisedterminated prior to the Closing, by way this Release shall thereupon become void and of a special resolution passed by no force or effect.
(c) Employee-Seller has not filed any claims, appeals, complaints, charges or lawsuits against the trustees Company with any governmental agency or court.
(d) Employee-Seller acknowledges and agrees that he or she (i) has received or had full access to all the information he or she considered necessary or appropriate to make an informed decision with respect to his or her execution of the body corporatePurchase and Sale Agreement and this Release; (ii) has had an opportunity to ask questions and receive answers from the Company, LPI and Laredo regarding the terms and conditions of the Purchase and Sale Agreement and this Release; (iii) is not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) or Chapter 21.001 of the Texas Labor Code that may arise after date of signature the Closing Date, or any rights or claims to test the knowing and voluntary nature of this Agreement but Release under the Older Workers’ Benefit Protection Act, as amended; (iv) has carefully read and fully understands all of the provisions of this Release; (v) knowingly and voluntarily agrees to all of the terms set forth in this Release and to be bound by this Release; (vi) is hereby advised in writing to consult with an attorney and tax advisor of her/his choice prior to registration of executing this Release and has had the Propertyopportunity and sufficient time to seek such advice; and (vii) is releasing the Company from any and all claims he or she may have against the Company, it is agreed that relating to his/her employment and separation until and including the special levy will be paid: * jointly by Closing Date, including claims arising under the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserADEA.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Laredo Petroleum - Dallas, Inc.), Stock Purchase and Sale Agreement (Laredo Petroleum Holdings, Inc.)
Warranties. 9.1 In The Partnership Agreement or other mutually agreed upon document will contain representations and warranties by the General Partner, including with respect to matters set forth in the Preliminary Compliance Due Diligence Questionnaire, the Preliminary Legal Due Diligence Questionnaire and as otherwise deemed applicable by UST. OPINIONS UST will receive customary opinions from counsel to the General Partner reasonably satisfactory to UST. OTHER TERM SHEETS The terms and conditions of (a) the investment by UST in Legacy Securities Public-Private Investment Funds (“PPIFs”) formed by selected sponsors and (b) the senior secured credit facilities to be provided by UST to such PPIFs (other than any Publicly Offered PPIF), will be substantially similar in all material respects, except with respect to the terms and conditions set forth under (i) “Affiliates,” “Maximum UST Capital Commitment,” “Diversification and Investment Limitations,” “Relevant Person,” “Key Person” and “Key Person Event” in the Equity Term Sheet and (ii) “Maximum UST Debt Amount” in the Debt Term Sheet, which terms and conditions may be determined separately with respect to each PPIF. GOVERNING LAW The law of the State of Delaware (subject to applicable Federal law). The United States Department of the Treasury (“UST”) has not participated in the preparation of this [offering material] or made any representation regarding, and expressly disclaims any liability or responsibility to any investor in the [Private Vehicle] for, the accuracy, completeness or correctness of any of the materials contained herein. Without limitation of the foregoing, UST does not approve or disapprove of any tax disclosure or advice set forth herein. ***THE FOLLOWING DOES NOT CONSTITUTE A CAPITAL COMMITMENT BY UST*** LEGACY SECURITIES PUBLIC-PRIVATE INVESTMENT PARTNERSHIP SUMMARY OF INDICATIVE TERMS AND CONDITIONS OF UST DEBT1 FINANCING OVERVIEW The Borrower (as defined below) will utilize the proceeds of the Capital Commitments and the Loans (as defined below) to acquire (either directly or through subsidiaries) Eligible Assets. Concurrent with the execution of the Letter of Intent, the Borrower will have the option to elect UST leverage of up to 100% of the Capital Commitments (a “Full Turn Election”) or up to 50% of the Capital Commitments (a “Half Turn Election”) of all Partners. If the Borrower makes a Full Turn Election, the Warrant Percentage will equal 2.5% and no additional debt other than the UST leverage will be permitted. If the Borrower makes a Half Turn Election, the Warrant Percentage will equal 1.5% and additional third party debt will be permitted as described below. If the Borrower has made a Full Turn Election, at any time after the Closing Date during the Investment Period, the Borrower may make a Half Turn Election if, concurrently with such election, the Borrower would otherwise be in compliance on a pro forma basis with the provisions of the Consumer Protection Act, 19 of 2008, it Credit Documentation (as defined below) that are applicable when a Half Turn Election is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementeffect, and the agreement Borrower repays the Loans so that the outstanding Loans do not exceed the amount permitted to be outstanding if a Half Turn Election were then in effect. However, the Warrant Percentage will not be adjusted. The Full Turn Election will not be subsequently available if the Borrower makes a Half Turn Election. If a Half Turn Election is in effect, subject to compliance with the specified incurrence-based leverage test and the specified asset coverage test described below, the Borrower may also finance Eligible Assets using proceeds of borrowings of TALF Debt (as defined below) and proceeds of borrowings of Additional Debt (as defined below) (collectively, “Third Party Debt”). Eligible Assets financed with Third Party Debt must be financed, acquired and held through wholly owned financing subsidiaries of the Borrower (“Financing Subsidiaries”), which subsidiaries may be capitalized with proceeds of Capital Commitments and the Loans. Third Party Debt will be regarded as entered into recourse 1 All capitalized terms used but not defined herein shall have the meaning given to them in the personal capacity Legacy Securities Public-Private Investment Partnership Summary of Indicative Terms and Conditions (the “Equity Term Sheet”). solely to the applicable Financing Subsidiary and not to the Borrower or any other Financing Subsidiary. Investment Proceeds held by the Borrower will be allocated in accordance with the Priority of Payments (as defined below) waterfall to pay certain expenses, interest on the Loans and subject to compliance with the specified incurrence-based leverage test and the specified asset coverage test described below, during the Investment Period, to acquire (including, if a Half Turn Election is in effect, through contributions to Financing Subsidiaries, to allow Financing Subsidiaries to acquire) additional Eligible Assets or to make distributions to the Partners and repay Loans. After the Investment Period, Investment Proceeds not required to pay interest and specified expenses will be allocated to repay Loans and to make distributions to Partners in accordance with an allocation formula described as part of the person who signed this agreement Priority of Payments waterfall. Investment Proceeds received from Investments held by Financing Subsidiaries must be utilized by such entities to repay Third Party Debt to the extent required by the relevant lender and any surplus proceeds, to the extent permitted by the terms of such Third Party Debt, must be distributed to the Borrower to be allocated in accordance with the Priority of Payments waterfall. Asset coverage shall be calculated by reference to the Market Value (as Purchaser or on behalf defined below) of all Eligible Assets and Temporary Investments held by the Borrower and the Market Value of all Eligible Assets and Temporary Investments held by a Financing Subsidiary net of the Purchaser.
10.2 If the Purchaser acts amount of Third Party Debt outstanding at such Financing Subsidiary. A third-party Valuation Agent (as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Fourdefined below) hours will be responsible for calculation of the conclusion Market Value of this agreement, and/or her principal does not ratify this agreement within the aforementioned periodEligible Assets and Temporary Investments on a monthly basis. BORROWER The Partnership (in such capacity, the representative will be personally liable for all “Borrower”). ADMINISTRATIVE AGENT AND COLLATERAL AGENT UST or its designee (in such capacities, the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser“Agent”).
Appears in 2 contracts
Samples: Letter of Intent, Letter of Intent
Warranties. 9.1 In terms Xxxxx XX warrants that all Products shall conform to published specifications and be free in all material respects from defects in workmanship and materials for a period of one (1) year commencing on the date of receipt of the provisions Products by Buyer. The obligation of Xxxxx XX and Buyer’s sole and exclusive remedy hereunder for a breach of the Consumer Protection Actforegoing warranty shall be limited, 19 and at Altum RF’s option shall be: (i) the repair or replacement of 2008, it is recorded that any defective or damaged Products F.O.B Buyer’s place of manufacture; or (ii) a refund of the Purchaser has purchase price paid for the defective or damaged Products. Buyer shall not return Products unless so authorized in writing by an officer of Xxxxx XX. Xxxxx XX shall have the right to receive goods (inspect Products at Buyer’s location. Notwithstanding the foregoing warranties and remedies, Xxxxx XX shall have no obligation hereunder if Products become defective in this instance whole or in part as a result of improper use, alteration, neglect or abuse after having been delivered to Buyer, or for damage resulting from fire, flood or acts of God. Xxxxx agrees to indemnify Xxxxx XX against all claims arising out of or resulting from the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended operation or use of Buyer goods or products that include the goods for residential purposesProducts. EXCEPT AS SET FORTH HEREIN, that the provisions of the Consumer Protection Act has been complied with in all respectsIT IS EXPRESSLY AGREED THAT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, OR ANY AFFIRMATION OF FACT, OR PROMISES, BY XXXXX XX WITH REFERENCE TO THE PRODUCTS, WHICH EXTENDS BEYOND THE SPECIFICATIONS MUTUALLY AGREED UPON BY XXXXX XX AND BUYER.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Warranties. 9.1 In terms (a) The Oil and Gas Leases are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the properties to which they pertain; (b) the Mortgagor owns an interest in the oil and gas leases and properties described in Exhibit A hereto and, to the extent of the interest specified in the Certificates of Ownership Interests, has valid and defensible title to each Property right or interest constituting the Mortgaged Property and has a good and legal right to make the grant and conveyance made in this Mortgage, it being understood that the Mortgagor’s interest in each Oil and Gas Lease or Operating Equipment shall exceed Mortgagor’s Net Revenue Interest in production from such Oil and Gas Lease to the extent of the Mortgagor’s proportionate share of all royalties, overriding royalties, and other such payments out of production burdening the Mortgagor’s interest in each such Oil and Gas Lease; (c) the Mortgagor’s present Net Revenue Interest in the Mortgaged Property is not less than that specified in the Certificates of Ownership Interests; (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, except as may be specifically set forth in Exhibit A or as permitted by the provisions of Section 4.5.6; and (e) the Consumer Protection ActMortgagor is not obligated, 19 by virtue of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable any deficiency presently existing under any contract providing for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees Mortgagor of the body corporateHydrocarbons which contains a “take or pay” clause or under any similar arrangement, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any deliver Hydrocarbons at some future improvements to the scheme the Purchaser shall be liable for the time without then or thereafter receiving full payment thereoftherefor. The Seller warrants that he is not aware of Mortgagor will warrant and forever defend the Mortgaged Property unto the Mortgagee against every Person whomsoever lawfully claiming the same or any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance part thereof (except with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation respect to liens or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementencumbrances permitted by Section 4.5.6), and the agreement Mortgagor will be regarded maintain and preserve the lien and security interest hereby created so long as entered into in the personal capacity any of the person who signed this agreement as Purchaser or on behalf of the PurchaserSecured Indebtedness remains unpaid.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Mortgage, Security Agreement, Fixture Filing and Financing Statement (Lilis Energy, Inc.), Mortgage, Security Agreement, Fixture Filing and Financing Statement (Lilis Energy, Inc.)
Warranties. 9.1 In terms Seller warrants that the products shall conform to its standard specifications at the date of its offer. No warranty of merchantability or fitness for a particular purpose shall apply. Buyer is aware of the provisions specifications and features of the Consumer Protection Actproducts and confirms their suitability for his applications. Seller has no liability or responsibility with respect to any claim of infringement of any patent recognized wherever in the world. Buyer, 19 in case of 2008any suit brought against him or Seller for infringement of any officially recognized patent, it is recorded shall solely defend at his expense and pay costs and damages awarded, without any claim for compensation towards the seller. Buyer shall immediately after receiving the products verify if they meet Seller’s specifications. Any complaints of Buyer, including, but not limited to, complaints with respect to the quality of the product, shall be reported to Seller in writing immediately, by a notice specifying the nature of the lack of conformity of the products, or at the latest within 15 days from the delivery. Defects which even with careful inspection could not be discovered within this period, must be notified in writing within 15 days from the time that they are discovered by Buyer providing due evidence on them. Failure of Buyer to give such notice shall be an unqualified acceptance of the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable products and a waiver by him of any and all claims with respect thereto. Seller’s liability for damages of any kind, including for the purposes for which products furnished not being as warranted, shall not be greater in amount than the goods are generally intended;
9.1.2 are purchase price, plus substantiated transportation cost of good qualitythe products from point of delivery to Buyer’s place of business, in good working order and free respect of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 which such damages are claimed. Seller assumes no risk or liability arising from Buyer’s possession, use or disposition of the Consumer Protection Act; products, unless otherwise specified. Seller assumes no risk or liability in cases where Buyer does not respect the technical guidelines and instructions by the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected seller for the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Propertyproduct. In the no event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the shall Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the schemespecial, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyconsequential, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreementincidental, or the entity does not ratify this agreement within 30 (Thirty) days indirect damages, such as loss of the conclusion thereofprofit, the trustee shall be personally liable for all the obligations cost of the Purchaser in terms substitute materials or claims of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserBuyer’s customers.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Standard Terms of Sale, Standard Terms of Sale
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right EHPCI warrants to receive goods (in this instance the Property) that:-ABTI that:
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/10.1 it is not aware of any special levies that rights of any third party in the Territories which would or might render the sale of the RMS System, or any of the Products unlawful.
10.2 ABTI and NVID hereby jointly and severally warrant and undertake to EHPCI that:
10.2.1 the information relating to the share capital of NVID and ABTI set out in Schedule [5] hereto is accurate and complete;
10.2.2 all returns, particulars, resolutions and documents required to be filed by NVID and ABTI with any governmental or regulatory authority have been raisedduly filed and were correct
10.2.3 the [audited] accounts of NVDI for the period ended 31"t December 1997 ("the Last Accounts Date"), a copy of which are annexed to this Agreement give a true and fair view of the assets, liabilities (including contingent, unquantified or disputed liabilities) and commitments of NVID at the date thereof and its profits or losses for the financial period ended on that date
10.2.4 all returns, notifications, computations and payments which should have been made or given by ABTI and/or NVID for a taxation purpose were made or given within the requisite periods and were up-to-date, correct and on a proper basis; and none of them is, or will be raisedis likely to be, after signature the subject of dispute with any Revenue or other taxation authority
10.2.5 NVID and none of its subsidiaries, including ABTI, is engaged in litigation or arbitration proceedings; there are no proceedings pending or (save for potential proceedings by former shareholders already disclosed to EHPCI) threatened either by or against ABTI or NVID and 5there is nothing which is likely to give rise to proceedings
10.2.6 NVID and ABTI have taken all corporate and other action necessary to authorize each of them to enter into and perform this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.Agreement
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share 10.2.7 There are no material facts or circumstances in relation to a the assets, business or financial condition of NVID or ABTI which has not been fully and fairly disclosed to EBPCI and which if disclosed might reasonably have been expected to affect the decision of EHPC to enter into this Agreement
10.2.8 all information given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller NVID, its officers and employees to EHPCI and/or EHPC relating to the Purchaser
(b) If the Trusteesbusiness, after registration activities, affairs, assets or liabilities of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer NVID and ABTI was and is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer accurate and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.complete
Appears in 2 contracts
Samples: Distribution and License Agreement (Nvid International Inc/De), Distribution and License Agreement (Nvid International Inc/De)
Warranties. 9.1 In terms 4.1. The Warrantors severally warrant to Imperial College that so far as they are each aware, and save as Disclosed, each of the provisions Warranties is true and accurate in all respects as at the date of this Agreement.
4.2. Each of the Consumer Protection Act, 19 Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from any other term of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-Agreement or any other Warranty.
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 4.3. Each of the Consumer Protection Act; Warrantors shall, as soon as reasonably practicable by notice in writing to Imperial College and the Purchaser accordingly acknowledges Board, disclose (with sufficient details to identify the nature and records that she has satisfied herself, having inspected the goods and having regard to the intended use scope of the goods matter disclosed) anything which they are actually aware gives grounds for residential purposes, that the provisions a Claim by Imperial College under this Clause 4.
4.4. The rights and remedies of Imperial College in respect of any Claim shall continue to subsist notwithstanding Completion.
4.5. Each of the Consumer Protection Act has been complied with Warrantors hereby waives any and all claims which any of them might otherwise have in all respectsrespect of any misrepresentation, inaccuracy in or omission from any information or advice supplied or given by the Company or its officers, employees or advisers to enable them to give the Warranties.
9.2 4.6. The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically limitations on liability set out in this agreement, the Seller has made no representation and given no warranties Clause 5 shall apply in respect of the subject matter liability of this agreement or the Warrantors in respect of anything relating thereto and this sale is accordingly voetstootsall Claims provided that no provision of Clause 5 shall apply to limit or exclude the liability of any particular Warrantor in circumstances of fraud or dishonesty by such Warrantor.
9.4 The Seller warrants and acknowledges that he/it 4.7. Where any statement in the Warranties is not qualified by reference to the knowledge, awareness or belief of the Warrantors, the Warrantors shall (in addition to their actual awareness) be deemed to be aware of all matters which they would have known (or in the case of the Company, that the Board would have known) if they had made reasonable enquiry.
4.8. Subject to Clause 5.1, if any special levies that deduction or withholding is required by law to be made from any sum payable by the Warrantors pursuant to any Claim, each of the Warrantors shall be obliged to pay to Imperial College such sum as will, after the deduction or withholding has been made, leave Imperial College with the same amount as Imperial College would have been raised, entitled to receive in the absence of any such requirement to make a deduction or withholding.
4.9. If any sum paid to Imperial College pursuant to any Claim is or will be raisedchargeable to Tax the Warrantors shall be obliged to pay such further sums as will, after signature of this Agreement but prior to registration payment of the Property. In the event that Tax, leave a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an sum equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which amount that would otherwise have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is if Tax had not aware of any such pending resolutionbeen so chargeable.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 2 contracts
Samples: Shareholder Agreement, Shareholder Agreement
Warranties. 9.1 In 7.1 Allied hereby warrants to and undertakes with IHG and Whitbread in relation to BVP and the BVP Subsidiaries in the terms set out in Schedule 3 subject to:
7.1.1 any exceptions fairly disclosed in the BVP Disclosure Letter or expressly provided for under the terms of this Agreement; and
7.1.2 any matter or thing hereafter done or omitted to be done at the provisions request in writing or with the approval in writing of BSD. For the purposes of this sub-Clause 7.1, in Schedule 3 and sub-Clause 7.3 below the expression “the Company” shall mean BVP, the expression “Group Companies” shall mean BVP and the BVP Subsidiaries, the expression “the Warrantee” shall mean IHG and Whitbread jointly and the expression “the Warrantor” shall mean Allied. Allied shall not be liable in respect of any breach of the Consumer Protection Act, 19 of 2008, it is recorded said warranties and undertakings if and to the extent that the Purchaser loss occasioned thereby has been recovered under the right BVP Deed of Indemnity.
7.2 IHG and Whitbread hereby severally warrant to receive goods (and undertake with Allied in relation to BSD and the BSD Subsidiaries in the terms set out in Schedule 3 subject to:
7.2.1 any exceptions fairly disclosed in the BSD Disclosure Letter or expressly provided for under the terms of this instance Agreement; and
7.2.2 any matter or thing hereafter done or omitted to be done at the Property) that:-
9.1.1 are reasonably suitable for request in writing or with the approval in writing of Allied. For the purposes for which the goods are generally intended;
9.1.2 are of good qualitythis sub-Clause 7.2, in good working order Schedule 3 and free sub-Clause 7.3 below the expression “the Company” shall mean BSD, the expression “Group Companies” shall mean BSD and the BSD Subsidiaries, the expression “the Warrantee” shall mean Allied and the expression “the Warrantor” shall mean IHG and Whitbread severally in the proportions 65:35 of defects;
9.1.3 comply any liability thereunder. IHG and Whitbread shall not be liable in general with the requirements and standards contemplated in Section 55 respect of any breach of the Consumer Protection Act; said warranties and undertakings if and to the extent that the loss occasioned thereby has been recovered under the BSD Deed of Indemnity.
7.3.1 The Warrantor shall not be liable in respect of any breach of the Warranties unless written notice thereof (specifying in reasonable detail the event matter or default giving rise to the claim the breach the results and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard amount claimed) shall have been given to the intended use of the goods for residential purposes, Warrantor on or before 31 January 1991 provided that the provisions of the Consumer Protection Act any such claim shall (if it has not been complied with in all respects.
9.2 The Purchaser having previously satisfied herself as to the state of the Property shall settled or withdrawn) be deemed to have accepted been withdrawn at the dwelling expiration of five years from Completion unless proceedings in good order respect of it have been commenced by being both issued and conditionserved on the Warrantor.
9.3 Save as specifically set out 7.3.2 The Warrantor shall not be liable for nor shall the Warrantee present any claim in this agreement, respect of any breach of the Seller has made no representation and given no warranties Warranties unless the aggregate liability of the Warrantor in respect of one or more breaches of the Warranties exceeds £20,000. Back to Contents
7.3.3 The aggregate liability of the Warrantor in respect of the subject matter Warranties and of this agreement or in respect the Deed of anything relating thereto and this sale is accordingly voetstootsIndemnity shall be limited to £28,600,000.
9.4 7.4 The Seller warrants said warranties and acknowledges that he/it is undertakings shall be separate and independent and save as expressly otherwise provided shall not aware be limited by reference to any other paragraphs of any special levies that have been raised, the said Schedule 3 or will be raised, after signature of by anything in this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days BSD Deed of Indemnity or the conclusion thereof, the trustee shall be personally liable for all the obligations BVP Deed of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserIndemnity.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Joint Venture Agreement (Intercontinental Hotels Group PLC /New/)
Warranties. 9.1 In 5.1 The Principal Shareholders jointly and severally warrant to the Buyer in the terms of the provisions General Warranties and the Tax Warranties.
5.2 The Sellers severally warrant to the Buyer in the terms of the Consumer Protection ActTitle and Capacity Warranties, 19 of 2008, it is recorded save that the Purchaser has Buyer acknowledges that Mellon are only the right legal owner and not the beneficial owner of the Shares set out against its name in column (2) of schedule 1.
5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where this agreement provides otherwise) shall not be limited or restricted by reference to receive goods or inference from any other term of this agreement or any other Warranty or any other document referred to herein (other than as specifically provided in this instance agreement or in the Property) that:-Disclosure Letter).
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order 5.4 The rights and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 remedies of the Consumer Protection Act; Buyer in respect of any breach of any of the Warranties shall survive Completion.
5.5 Except in the event of any fraud or wilful concealment, each of the Sellers waives and may not enforce any right which he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Purchaser accordingly acknowledges officers or employees of the Company in enabling the Sellers to give the Warranties or to prepare the Disclosure Letter.
5.6 The Warranties are qualified by the facts and records that she has satisfied herself, having inspected circumstances fairly disclosed in the goods Disclosure Letter. For this purpose "fairly disclosed" means disclosed in such a manner and having regard with sufficient detail so as to enable a reasonable purchaser to identify the nature and scope of the matter disclosed and to make a reasonably informed assessment of its effect.
5.7 Unless otherwise specified where any Warranty refers to the intended use knowledge, information, belief or awareness of the goods for residential purposes, that Principal Shareholders (or a similar expression) the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Principal Shareholders shall be deemed to have accepted such knowledge, information, belief or awareness as the dwelling in good order Principal Shareholders would have obtained had the Principal Shareholders made such careful and condition.
9.3 Save diligent enquiries as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of are reasonable into the subject matter of that Warranty of each other and Pxxx Xxxxxxxx and Sxx Xxxxxxxxxxx.
5.8 The Buyer confirms that, as at the date of this agreement or agreement, none of the individuals listed in schedule 11 has actual knowledge (to include, without limitation, (save in respect of anything relating thereto Exxx Xxxxxxxxx) the contents of the due diligence reports prepared by the Buyer's Solicitors and this sale is accordingly voetstoots.
9.4 The Seller warrants the Buyer's Property Solicitors in connection with the Transaction (in each case solely with respect to the subject matter and acknowledges that he/it is not aware the Warranties referred to in column 2 of Schedule 11 opposite the name of each such individual) of any special levies matter that have been raised, or will be raised, after signature any of this Agreement but prior them is actually aware would give rise to registration a right on the part of the Property. In the event that a special levy is raised, Buyer to make recovery by way of a special resolution passed by Claim for a breach of those Warranties referred to in column 2 of Schedule 11 opposite the trustees name of each such individual having reviewed those Warranties.
5.9 The Buyer acknowledges that, save in the case of fraud or wilful concealment:
5.9.1 its sole remedy for any Claim (other than a Claim involving or relating to a breach of any of the body corporateTitle and Capacity Warranties) shall be contractual damages (subject to the provisions of schedule 5) and the Buyer waives any other right, after date power or remedy which it might otherwise have relating to any such Claim (for the avoidance of signature doubt this clause 5.9.1 shall not apply to a claim made under the Tax Covenant, a claim under clause 12 or an Indemnity Claim); and
5.9.2 no breach of any provision of this Agreement but prior agreement shall entitle the Buyer to registration rescind this agreement or treat it as having been terminated and, save as aforesaid, the Buyer waives all such rights of rescission and termination in respect of this agreement.
5.10 Notwithstanding any other provision of this agreement the liability of the Property, it is agreed that the special levy will Sellers in respect of any Claim shall be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaserlimited in accordance with schedule 5.
9.5 Levies and Special Levy (if any)
(a) All amounts 5.11 Any sum payable to the Body Corporate in terms Buyer pursuant to a claim involving or relating to a breach of Section 37(1) of the Sectional Titles Act of 1986 this agreement (Leviesincluding, without limitation, pursuant to an Indemnity Claim, a claim under clause 12, a Tax Claim or a Balance Sheet Claim) shall be made free and clear of and without deduction for or on account of any Taxation, except to the extent that any such deduction or withholding is required by law. If Taxation or amounts in respect of such Taxation must be deducted or withheld from any sum payable by to the Purchaser from date of Transfer and where applicable a pro-rata share in relation Buyer pursuant to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller claim involving or relating to a breach of this agreement or pursuant to an Indemnity Claim, a claim under clause 12, a Tax Claim or a Balance Sheet Claim or any such sum payable to the Purchaser
Buyer is subject to Tax or is taken into account in calculating Tax, then the Sellers shall be obliged to pay an additional amount (bsuch amount being referred to as the "gross-up amount") If as will ensure that after such deduction, withholding or Tax there shall remain a sum equal to the Trustees, after registration of transfer imposes a special levy to meet expenses which amount that would otherwise have been underestimated for any period up payable to the date Buyer pursuant to such a Claim. In applying the preceding sentence of registration this clause 5.11, no account shall be taken of transferthe extent to which any liability to Tax may be mitigated or off-set by any Relief (other than a Principal Shareholders' Relief, as such term is defined in schedule 6) available to the Buyer so that where such Relief is available the additional amount payable hereunder shall be the amount which would have been payable in the absence of such availability. To the extent that the Buyer subsequently obtains and utilises any Relief as a result of a Seller paying to the Buyer the gross-up amount, the Seller Buyer shall refund pay to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The relevant Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour so much of the Body Corporate/Developer economic benefit from that Relief which the Buyer has received and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts retained as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of exceed the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasergross-up amount.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Part of the Issued Share Capital (Kaman Corp)
Warranties. 9.1 In terms 7.1 The Vendor represents, warrants and undertakes to the Purchaser that each of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically statements set out in Schedule 5 is now and will at Completion be true, accurate and complete.
7.2 The Warranties are given subject to matters fully, fairly and specifically disclosed in the Disclosure Letter or as specifically provided for as disclosure items (rather than as covenants to be performed by the Vendor) in this agreement, Agreement. The specific disclosures in the Seller has made no representation and given no warranties Disclosure Letter will be arranged in respect paragraphs corresponding to the numbered paragraphs contained in Schedule 5. No other information relating to any member of the subject matter Group of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by which the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation does or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, have any knowledge and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser no investigation by or on behalf of the PurchaserPurchaser shall prejudice any claim made by the Purchaser under the Warranties or be deemed a disclosure or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. No letter, other communication or document shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is expressly incorporated into in this Agreement or the Disclosure Letter.
10.2 If 7.3 The Vendor acknowledges and agrees that the Purchaser acts as representative of a third party has entered into this Agreement in reliance upon the Warranties and fails has been induced by the Vendor to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours enter into this Agreement.
7.4 Each of the conclusion Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other Warranty or any other term of this agreementAgreement.
7.5 The Vendor hereby agrees with the Purchaser (for itself and as trustee for each member of the Group) to waive any rights which the Vendor may have in respect of any misrepresentation or inaccuracy in, and/or her principal does not ratify or omission from, any information or advice supplied or given or by the directors, officers or employees of any members of the Group in connection with the giving of the Warranties.
7.6 The Vendor shall procure that (save only as may be necessary to give effect to this agreement within Agreement) neither it nor any member of the aforementioned Group shall do, allow or procure any act or omission prior to Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given.
7.7 The Vendor shall give to the Purchaser, the Purchaser's Solicitors, and the Purchaser's accountants, advisers and employees both before and after Completion all such reasonable information and documentation relating to the Group as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy of and due observance of the Warranties.
7.8 Where any statement in the Warranties is qualified by the expression "so far as the Vendor is aware" or any expression "as to the knowledge of the Vendor" or to such effect, such statement shall have been made with respect to, and after a due and diligent enquiry by, the Vendor and its directors and officers as well as its employees and the employees of members of the Group responsible for the subject matter.
7.9 The Purchaser represents and warrants to the Vendor that each of the statements set out in Schedule 18 is now and will at Completion be true, accurate and complete. The Purchaser acknowledges and agrees that the Vendor has entered into this Agreement in reliance upon such representations and warranties and has been induced by the Purchaser to enter into this Agreement. From the date hereof up to the Completion Date, the Purchaser shall promptly notify the Vendor in writing if the Purchaser becomes aware of any fact or condition that at any time causes or constitutes a breach of any of the representations and warranties set out in Schedule 18, and during the same period, the representative Purchaser will be personally liable for all promptly notify the obligations Vendor in writing of the occurrence of any breach of any covenant of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserAgreement.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Belden CDT Inc.)
Warranties. 9.1 In The Seller warrants to the Purchasers in the terms of the provisions Warranties as at the date of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsAgreement.
9.2 The Purchaser having satisfied herself Purchasers and the Guarantor warrant to the Seller in the terms of the Purchasers’ Warranties as at the date of this Agreement.
9.3 In relation to the Warranties it is expressly agreed that:
(a) the Category 1 Warranties are given subject to no disclosures; and
(b) the Category 2 Warranties and the Category 3 Warranties are given subject to the matters fairly disclosed in the Disclosure Letter and the Disclosure Documents. For these purposes “fairly disclosed” means if, on a review of the Disclosure Letter and/or the Disclosure Documents (as appropriate), a reasonable purchaser would be or would reasonably be expected to be aware of the specific fact, matter or other information and be in a position to make a reasonably informed assessment of the fact, matter or other information.
9.4 In relation to the Category 1 Warranties, the Seller expressly agrees that the actual or constructive knowledge on the part of any member of the Purchaser’s Group or any agent or adviser of any such member shall not qualify such Warranty and no such knowledge shall prejudice any Claim or operate so as to reduce any amount recoverable in respect of a breach of such Warranty. In relation to the state Category 2 Warranties and the Category 3 Warranties, the Seller expressly agrees that the actual or constructive knowledge on the part of any member of the Property Purchasers’ Group or any agent or adviser of any such member shall not qualify such Warranty save only for matters fairly disclosed in the Disclosure Letter and the Disclosure Documents and no such knowledge shall prejudice any Claim or operate so as to reduce any amount recoverable in respect of a breach of such Warranties. In each case, it is expressly agreed that any Warranty Claim shall be determined and the damages flowing from any breach of Warranty shall also be determined without regard to any actual or constructive knowledge save only as aforesaid.
9.5 Save as expressly provided in this Agreement, each of the Warranties set out in each paragraph of Schedule 2 and each of the Purchasers’ Warranties set out in each paragraph of Schedule 3 shall be separate and independent and shall not be limited by reference to any other Warranty or Purchasers’ Warranty or any other provision of this Agreement.
9.6 Liability under any Warranty or any other provision of this Agreement shall not be confined to breaches discovered before Final Completion nor in any way be modified or discharged by Credit Card Completion, Completion or Final Completion and neither Credit Card Completion nor Completion nor Final Completion shall in any way constitute a waiver of any party’s rights.
9.7 For the purposes of the Warranties, where a Warranty is qualified by reference to the Seller’s knowledge or awareness then the Seller’s knowledge or awareness shall be deemed to have accepted be the dwelling actual knowledge or awareness of those persons referred to in good order and conditionSchedule 4.
9.3 Save as specifically 9.8 The sole remedy of the Purchasers for any breach of Warranty shall be an action for damages and the Purchasers shall not be entitled to recover damages in tort or for misrepresentation (other than fraud or fraudulent misrepresentation).
9.9 Limitations on the Seller’s Liability for a Warranty Claim are set out in this agreementSchedule 14.
9.10 Save in the event of any fraud, fraudulent misrepresentation or wilful default on the part of the relevant Transferring Employee, the Seller has made no representation agrees with CompuCredit UK and given no warranties each Transferring Employee to waive any rights or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by such employee in connection with the subject matter giving of the Warranties and the preparation of the Disclosure Letter. The provisions of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)subparagraph:
(a) All amounts payable to may with the Body Corporate in terms prior written consent of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall CompuCredit UK be payable enforced by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by any Transferring Employee against the Seller to under the PurchaserContracts (Rights of Third Parties) Xxx 0000; and
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, may be varied or terminated by agreement between the Seller shall refund to and CompuCredit UK (and CompuCredit UK may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by this subparagraph) without the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware consent of any such pending resolutionTransferring Employee.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement Relating to the Sale and Purchase of Monument Business
Warranties. 9.1 In terms 8.1 The Seller warrants to the Buyer with effect from the Completion Date that each of the provisions statements in Schedule 4 is true and accurate in all respects and acknowledges that the Buyer is entering into this Agreement in reliance on the Warranties.
8.2 The Warranties are given subject to all matters Disclosed.
8.3 Where any Warranty is qualified by "to the best of the Consumer Protection ActSeller’s knowledge and belief" or "so far as the Seller is aware" or other similar qualification, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property such warranty shall be deemed to include additional statements that it has been made after all diligent enquiries of Xxxxx Xxxx, Xxxx Xxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx and Xxxxx Xxxxxxx and the Seller shall be deemed only to have accepted the dwelling in good order and conditionknowledge of any information which such enquiry would have revealed.
9.3 Save as specifically set out 8.4 Each of the Warranties is separate and independent of other Warranties and undertakings in this agreementAgreement.
8.5 Any information supplied by or on behalf of any of the Employees to the Seller or its advisers in connection with the Warranties will not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller and the Seller waives any and all claims which it might otherwise have against the Buyer, the Seller has made no representation and given no warranties Business or any of the Employees in respect of such claims.
8.6 None of the subject matter Warranties shall be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Buyer, and no information relating to the Business or to any of the Assets of which the Buyer has knowledge (actual or constructive) will:
8.6.1 prejudice any claim which the Buyer may be entitled to bring; or
8.6.2 operate to reduce any amount recoverable by the Buyer under this agreement or Agreement and liability in respect of anything relating thereto and this sale is accordingly voetstootsthereof will not be confined to breaches discovered before Completion.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) 8.7 All amounts sums payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the PurchaserBuyer for breach of any of the Warranties will be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law.
(b) 8.8 If any deduction or withholding in respect of Tax or otherwise is required by law to be made from any of the Trusteessums payable for breach of any of the Warranties the Seller will pay to the Buyer such greater sum as will, after registration of transfer imposes a special levy to meet expenses which such deduction or withholding, leave the Buyer with the same amount as it would have been underestimated for entitled to receive in the absence of any period up such requirement to make a deduction or withholding.
8.9 If any sum (the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes first sum) payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements Seller to the scheme the Purchaser shall be liable Buyer for the payment thereof. The Seller warrants that he is not aware breach of any of the Warranties is subject to Tax in the hands of the Buyer then the Seller will pay to the Buyer such pending resolutionadditional sum or sums as will after such Tax (and any Tax on such additional sums or sums) leave the Buyer with an amount equal to the first sum.
9.6 8.10 The Seller hereby discloses parties agree that a real right of extension over any claims under the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement Warranties will be regarded as entered into limited in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaseraccordance with Schedule 5.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms 6.1 The Vendors jointly and severally warrant to the Purchaser Group that:-
6.1.1 subject only to the matters disclosed in the Execution Disclosure Letter, each of the provisions Warranties (other than any warranty set out in Part IX which is expressed to be given only at Completion) is true and accurate as at the date of this Agreement; and
6.1.2 to the intent that the Warranties are deemed to be repeated on the Completion Date (and the Vendors hereby agree to such -------------------------------------------------------------------------------- 76 repetition), subject only to the matters disclosed in the Completion Disclosure Letter, each of the Consumer Protection Act, 19 of 2008, it Warranties is recorded that true and accurate as at the Purchaser has the right to receive goods (in this instance the Property) that:-Completion Date.
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 6.2 The aggregate liability of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Vendors pursuant to the intended use Warranties shall be limited as follows:-
6.2.1 the amount of any successful claim against any Vendor under the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Warranties once settled shall be deemed to have accepted constitute a reduction in the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be price payable by the Purchaser from date for the Businesses and the Assets of Transfer the settled amount;
6.2.2 the aggregate liability of the Vendors under the Warranties shall not exceed the Consideration (less for the avoidance of doubt (i) the amount of any reduction in the purchase price pursuant to Clause 3 and where applicable a pro-rata share Clause 11.6 and (ii) the amount of any Finally Determined Claims);
6.2.3 the Vendors shall have no liability under the Warranties unless and until the aggregate liability of the Vendors thereunder exceeds L50,000 provided that in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by event that the Seller to established amount of such claims exceeds L50,000 the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser Vendors shall be liable for the payment thereofwhole amount of such claims and not simply the excess over the said limit;
6.2.4 the Vendors shall not be liable under the Warranties in respect of any single claim where the liability in respect of that claim does not exceed L5,000 and such liability shall be disregarded for all purposes provided that where the aggregate value of such claims exceeds L10,000, this limitation shall have no effect;
6.2.5 no claim shall be brought by the Purchaser Group in respect of any breach of the Warranties unless notice in writing of such claim has been given to any Vendor not later than the expiration of a period -------------------------------------------------------------------------------- 77 of 12 months from Completion. The Seller warrants Vendors shall have no liability under such claim (save in so far as it has not been previously satisfied, settled or withdrawn) unless court proceedings in respect of it have commenced by being both raised and served on any Vendor or the Vendors' Solicitors within 24 months from Completion;
6.3 The Vendors shall have no liability in respect of the Warranties to the extent that he the circumstances, facts or events giving rise to a claim under this Agreement are disclosed in the Execution Disclosure Letter and/or the Completion Disclosure Letter.
6.4 In the event that there is not aware any disclosure made either in terms of Clause 4.3.11 or in terms of the Completion Disclosure Letter which in the reasonable opinion of the Purchaser discloses any matter which is material to the Businesses the Purchaser shall be entitled to terminate this Agreement on or prior to the Completion Date and this Agreement shall be of no further force and effect save in respect of any such pending resolutionbreaches of this Agreement prior to the date of termination.
9.6 6.5 The Seller hereby discloses Purchaser confirms to the Vendors that a real right it has negotiated this Agreement in good faith.
6.6 The Vendors shall not be liable in respect of extension over the scheme, is registered in favour any claim for breach of any of the Body Corporate/Developer Warranties to the extent that:-
6.6.1 the Purchaser Group has received compensation for the loss being the subject matter of the claim including any sums received from any policy of insurance. Provided that nothing in this Agreement shall oblige the Purchaser Group to make any claim on any policy of insurance which would affect the costs of such insurance or the extent or nature of cover provided to a material extent in each case to the group of companies of which BARRA is the holding company as a whole. Notwithstanding that the Purchaser Group may have been compensated by insurance in respect of any -------------------------------------------------------------------------------- 78 claims the Purchaser Group shall be entitled to include in its claim for breach of warranties the cost of any increased premiums resulting from making the claim under the insurance; or
6.6.2 such claim arises or is increased by any failure of the Purchaser Group to mitigate any loss which gives rise to such claim in accordance with Clause 6.10.
6.7 The Vendors shall not be liable in respect of any claim for breach of any of the Warranties if, and to the extent that, a provision or liability in respect of the specific matter giving rise to such claim has been fully disclosed and identified in the Completion Balance Sheet and/or listed as an Accepted Liability.
6.8 The Purchaser shall in respect of any breach of the Warranties give notice in writing of such claim (including reasonable details of each event, matter or default which give rise to the claim, the breach that results and, if possible, an estimate of the amount claimed) to any Vendor or the Vendor's solicitors.
6.9 The Purchaser admits and acknowledges that it has not entered into this Agreement in reliance upon any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever other than those expressly set out in this Agreement and the Purchaser is hereby informed of acknowledges that the Vendors have not given any such right accordinglywarranties, in compliance with section 25 (14) of Act 95 of 1986representations, covenants, undertakings, indemnities or other statements.
6.10 The Purchaser undertakes to use all reasonable endeavours to mitigate its loss in respect of any breach by the Vendors of any of the Warranties and the terms of Clauses 10.1 If and 13.5.
6.11 Save as expressly provided in this Agreement, the Purchaser acts as trustee shall not be entitled to exercise any right of retention and any sum or amount payable to the Vendors (or any of them) pursuant to this Agreement shall -------------------------------------------------------------------------------- 79 be paid by the Purchaser on the due date to the Vendors in full without any retention.
6.12 The Vendors shall not be liable in respect of any claim for a company, close corporation or other legal person to be formedbreach of any of the Warranties if, and to the extent that, such entity is claim would not formed within 30 (Thirty) days of the conclusion of this agreementhave arisen but for, or is increased by, any act after Completion carried out or occurring at the entity does not ratify this agreement within 30 (Thirty) days instance of or with the conclusion thereof, the trustee shall be personally liable for all the obligations written consent of the Purchaser or any company controlled by the Purchaser or by any person or persons controlling the Purchaser which is outwith the ordinary course of the Businesses (as the same were carried on prior to the date of signing of this Agreement) unless such acts are in implement of any existing contractual obligation or commitment assumed by the Purchaser pursuant to the terms of this agreement, and the agreement will Agreement.
6.13 The Vendors shall not be regarded as entered into liable in the personal capacity respect of any claim for breach of any of the person who signed this agreement as Purchaser or on behalf Warranties where the liability which is the subject matter of such claim is contingent only, unless and until such contingent liability becomes an actual liability which for the Purchaseravoidance of doubt may be when such a claim becomes a Finally Determined Claim.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms 7.1 The Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties.
7.2 The Sellers warrant and represent to the Buyer that each Warranty is true, accurate and not misleading on the date of this agreement except as Disclosed.
7.3 Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any other remedies available to it, if any Warranty is breached or proves to be untrue or misleading, the Sellers shall pay to the Buyer on demand:
7.3.1 The amount necessary to put the Company and each of the Subsidiaries into the position they would have been in if the Warranty had not been breached or had not been untrue or misleading; and
7.3.2 All costs and expenses (including, without limitation, damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether directly or indirectly arising) incurred by the Buyer or the Company or any of the Subsidiaries as a result of such breach or of the Warranty being untrue or misleading. A payment made in accordance with the provisions of clause 7.3 shall include any amount necessary to ensure that, after any Taxation of the Consumer Protection Actpayment, 19 the Buyer is left with the same amount it would have had if the payment was not subject to taxation.
7.4 Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of 2008the knowledge, it information and belief of the Sellers after they have made all reasonable enquiries.
7.5 Each of the Warranties is recorded that the Purchaser has the right separate and, unless otherwise specifically provided, is not limited by reference to receive goods (any other Warranty or any other provision in this instance agreement.
7.6 With the Property) that:-
9.1.1 are reasonably suitable for exception of the purposes for matters Disclosed, no information of which the goods are generally intended;Buyer and/or its professional advisers has knowledge (actual constructive or implied,) or which could have been discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice or prevent any Claim or reduce any amount recoverable thereunder.
9.1.2 are 7.7 The Sellers agree that any information supplied by the Company or any of good qualitythe Subsidiaries or by or on behalf of any of the employees, directors, agents or officers of the Company and any of the Subsidiaries (Officers) to the Sellers or their advisers in good working order and free of defects;
9.1.3 comply in general connection with the requirements and standards contemplated Warranties, the information Disclosed in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herselfDisclosure Letter or otherwise shall not constitute a warranty, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself representation or guarantee as to the state accuracy of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered information in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementSellers, and the agreement will be regarded as entered into in Sellers hereby undertake to the personal capacity of Buyer and to the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned periodCompany, the representative will be personally liable for Subsidiaries and each Officer that they waive any and all the obligations claims which they might otherwise have against any of the Purchaser them in terms respect of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasersuch claims.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Symmetry Medical Inc.)
Warranties. 9.1 In 6.1 Subject to the provisions of this clause 6, the Seller warrants to the Purchaser as set out in Part 1 of Schedule 2 (the “Seller’s Warranties”).
6.2 Subject to the provisions of this clause 6, the Parent warrants to the Purchaser as set out in Part 2 of Schedule 2 (the “Parent’s Warranties”).
6.3 Subject to the provisions of this clause 6, the Purchaser warrants to the Seller as set out in Schedule 3 (the “Purchaser’s Warranties”).
6.4 Each of the warranties set out in Schedules 2 and 3, other than those which by their terms are given only at a specified date (which are deemed to be given only at such specified date), are given as of the Execution Date by reference to the circumstances existing at that time and shall be repeated as at the Completion Date by reference to the circumstances existing at that time.
6.5 Each of the Seller’s Warranties and the Parent’s Warranties are qualified by matters as disclosed in relation to such Seller’s Warranty or Parent’s Warranty, as applicable, under the terms of the provisions Disclosure Letter.
6.6 Neither Party shall (and in the case of the Consumer Protection ActSeller shall procure that the Company shall not) do, 19 or omit to do, any act, or authorise or omit to authorise, or cause or permit anything to be done over which it has control or which it can otherwise by the exercise of 2008any right or power reasonably prevent from being done, which would be inconsistent with or in breach of any representation, warranty or undertaking given by it in this clause 6 if the same were to be repeated immediately prior to the Completion Date by reference to circumstances then existing.
6.7 The Seller’s Warranties, the Parent’s Warranties and the Purchaser’s Warranties shall survive until the earlier of: (a) the expiry of six (6) months from the Completion Date; and (b) the date 90 days after the latest of (i) the Completion Date, (ii) the date on which the shareholders of the Parent approve the dissolution and liquidation of the Parent, or (iii) the date on which the Parent files a petition in bankruptcy under Chapter 7 or Chapter 11 of the United States Bankruptcy Code.
6.8 Notwithstanding any other provision of this Agreement, a Party shall not under any circumstances be liable for any Consequential Loss incurred or suffered by the other Party or any of its Affiliates arising out of or in any way connected with this Agreement.
6.9 Until Completion, each Party shall notify the other Party promptly after such Party obtains actual knowledge that any warranty of such other Party contained in Schedule 2 or 3, as the case may be, of this Agreement is untrue in any material respect or will be untrue in any material respect as of the Completion Date or that any covenant or agreement to be performed or observed by such other Party prior to or on the Completion Date has not been so performed or observed in any material respect.
6.10 If at any time before Completion, it is recorded becomes apparent that there has been a material breach of a Seller’s Warranty, the Purchaser may, if such breach has not been fully remedied by the right Seller on the date falling one Business Day prior to receive goods (the anticipated Completion Date, without prejudice to any other rights it may have in relation to the breach, terminate this Agreement by notice to the Seller in accordance with clause 7.1(b) or proceed to Completion and waive any claim for damages of such breach in this instance clause 6.10.
6.11 Warranties qualified by the Propertyexpression “so far as the Seller is aware” (or any similar expression) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard deemed to be given to the intended use actual knowledge of, as at the date of the goods for residential purposesthis Agreement, that the provisions of the Consumer Protection Act has been complied with in all respectsXxxxxx Xxxxxx, Senior Vice President Eastern Operations, Xxxx Xxxxxxxxxx Vice President Engineering and Business Development, Xxxxxxx Xxxxxx, Vice President & Chief Financial Officer, and Xxxxx Xxxx, Vice President and General Counsel.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, 6.12 Neither the Seller has made no representation and given no warranties in respect nor the Parent shall not be liable for any breach of the subject matter any provision of this agreement Agreement, or in respect of anything relating thereto and this sale its subject matter, to the extent that such breach is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly occasioned directly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of Parent doing any act or thing at the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf written request of the Purchaser.
10.2 If 6.13 The Purchaser agrees and undertakes that in the Purchaser acts as representative absence of a third party wilful deception it has no rights against and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours shall not make any claim against any member of the conclusion of this agreementSeller’s Group or any present or former employee, and/or her principal does not ratify this agreement within the aforementioned perioddirector, the representative will be personally liable for all the obligations agent or officer or any member of the Purchaser Seller’s Group, in terms of each case other than the Parent or the Seller, in connection with this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser Agreement or on behalf of the Purchaserits subject matter.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Harvest Natural Resources, Inc.)
Warranties. 9.1 In The Sellers jointly and severally warrant to the Buyer in the terms of the provisions Warranties on the date of the Consumer Protection Actthis agreement, 19 immediately prior to Completion, save for Warranties set out in paragraph 1.1, 1.2 and 2.1 of 2008Schedule 4, it is recorded that the Purchaser has the right to receive goods (which are given by each Seller severally in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are respect of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsthemselves only.
9.2 The Purchaser having satisfied herself as Warranties are qualified by the facts and circumstances Disclosed in the Disclosure Letter.
9.3 Subject to clause 9.2:
9.3.1 no knowledge relating to the state Company or the Sale Shares (actual, constructive or imputed) shall prevent or limit a claim made by the Buyer for breach of clause 9.1; and
9.3.2 the Sellers may not invoke the Buyer’s knowledge (actual, constructive or imputed) of a fact or circumstance as a defence to a claim for breach of clause 9.1.
9.4 The Sellers waive and may not enforce a right which they may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company or any of its officers or Employees for the purpose of assisting the Sellers give a Warranty or prepare the Disclosure Letter.
9.5 Each Warranty is to be construed independently and (except where this agreement provides otherwise) is not limited by the terms of any other Warranty or any other provision of this agreement.
9.6 Unless otherwise specified, where any Warranty refers to the knowledge, information, belief or awareness of the Property Sellers (or a similar expression) the Sellers shall be deemed to have accepted such knowledge, information, belief or awareness as the dwelling Sellers would have obtained had the Sellers made due and careful enquiries into the subject matter of that Warranty (including enquiries of the directors relevant senior management of the Company with knowledge of the subject matter in good order and conditionquestion).
9.3 Save as specifically 9.7 Any payment made by the Sellers in accordance with this clause 9 shall be made in full without any deduction or withholding by way of set out in off, counterclaim or otherwise.
9.8 Notwithstanding any other provision of this agreement, the Seller has made no representation and given no warranties liability of the Sellers in respect of the subject matter of this agreement a Claim and, where specified, a Tax Warranty Claim or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) Tax Covenant Claim shall be payable by the Purchaser from date of Transfer limited in accordance with Schedule 5 and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionSchedule 6.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement
Warranties. 9.1 In terms 7.1 Suffolk Libraries enters into this Agreement on the basis of and reliance on the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically Warranties set out in this agreementAgreement and Schedule 14.
7.2 The Authority warrants and represents to Suffolk Libraries that each Warranty is true, accurate and not misleading.
7.3 Without prejudice to the rights of Suffolk Libraries to claim on any other basis or take advantage of any other remedies available to it, if any Warranty is breached or proves to be untrue or misleading, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior Authority undertakes to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, pay Suffolk Libraries on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)demand:
(a) All amounts payable the amount necessary to put Suffolk Libraries into the Body Corporate position it would have been in terms of Section 37(1) of if the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer Warranty not been breached and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has had been disclosed by the Seller to the Purchasertrue and not misleading; and
(b) all costs and expenses (including, in particular, damages, legal and other professional fees and consequential losses) incurred by Suffolk Libraries (whether directly or indirectly) or in its provision of the Library Services as a result of the breach or of the Warranty not being true or being misleading (including a reasonable amount in respect of management time).
7.4 If at any time before or after the TrusteesCommencement Date the Authority becomes aware that a Warranty has been breached, is untrue or is misleading, or has a reasonable expectation that any of those things might occur, it shall immediately:
(a) notify Suffolk Libraries in sufficient detail to enable Suffolk Libraries to make an accurate assessment of the situation; and
(b) if requested by Suffolk Libraries, use its best endeavours to prevent or remedy the notified occurrence.
7.5 If at any time before or after registration the Commencement Date it becomes apparent that a Warranty has been breached, is untrue or misleading, or that the Authority has breached any other term of transfer imposes a special levy this Agreement that, in either case, is material to meet expenses the provision of the Library Services, any of the Libraries, any of the Assets and/or the Authority Assets, Suffolk Libraries may (without prejudice to any other rights it may have in relation to the breach) rescind this Agreement by notice to the Authority.
7.6 Warranties given so far as the Authority is aware are deemed to be given to the best of the knowledge, information and belief of the Authority after it has made all reasonable and due and careful enquiries.
7.7 Each of the Warranties is separate and, unless expressly provided to the contrary, is not limited by reference to any other Warranty or anything in this Agreement.
7.8 No information of which Suffolk Libraries and/or its agents and/or advisers has knowledge (actual, constructive or imputed), or which could have been underestimated for discovered (whether by investigation made by Suffolk Libraries or made on its behalf), shall prejudice or prevent any period up claim or reduce any amount recoverable by Suffolk Libraries under and/or pursuant to the date of registration of transferthis clause 7 or otherwise.
7.9 Without prejudice to clauses 7.1 to 7.8 (inclusive) and Schedule 14, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller Authority represents and warrants that he all information provided to Suffolk Libraries in connection with the Library Services is accurate and not aware of misleading in any such pending resolutionrespect.
9.6 The Seller hereby discloses that a real right of extension over 7.10 Nothing in this clause 7 shall limit or exclude the scheme, is registered in favour liability of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986Authority for fraud or fraudulent misrepresentation.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Library Services Contract
Warranties. 9.1 In terms of 8.1 Notwithstanding the provisions of Clauses 8 and 9, the Consumer Protection ActWarranties and Indemnities are given by Seller and Warrantor severally and jointly. Purchaser shall, 19 however, first bring and pursue any claim hereunder to Warrantor and only if Warrantor does not pay such claim to Purchaser subject to and in accordance with the terms and conditions of 2008this Agreement, Purchaser shall be entitled to bring and pursue a claim against Seller. Purchaser agrees that Warrantor shall at all times be entitled to sell or liquidate Seller and that it is recorded shall not file any objections thereto as meant in Section 2:23 b paragraph 5 of the Dutch Civil Code.
8.2 Seller and Warrantor hereby represent and warrant to Purchaser that each of the Warranties shall be true, accurate and not misleading as of the date of this Agreement and as of the Completion Date, except, however, to the extent that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 Warranties are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good qualityqualified by matters disclosed, and accepted as such by Purchaser, in good working order the Disclosure Letter.
8.3 Seller and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herselfWarrantor shall, having inspected the goods and having regard subject to the intended use of the goods for residential purposes, that the provisions of this Clause 8, be liable to Purchaser for any and all damages (VERMOGENSSCHADE within the Consumer Protection Act has been complied with in meaning of Section 6:96 of the Dutch Civil Code (BURGERLIJK WETBOEK)) resulting from any and all respects.
9.2 The Purchaser having satisfied herself as breaches of any one or more of the Warranties. Warrantor shall, subject to the state provisions of this Clause 8, take all such action and make all such payments to Purchaser or at Purchaser's request, to any of the Property Companies, as may be required for Purchaser to be brought in the position it would have been in if such breach would not have occurred, always provided, however that if Purchaser requests amounts to be paid to any of the Companies, such amounts shall never exceed the amounts that would be payable by Seller or Warrantor to Purchaser. Any such payment shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect be a reduction of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsPurchase Price.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save 7.1 Except as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by in the Purchaser. If after acceptance hereof but before transfer is effectedDisclosure Letter, the Trustees passes any resolution imposing a special levy Warrantors jointly and severally represent to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementthe Company Warranties is true, correct and accurate as of the Execution Date and will be true, complete, accurate and not misleading on the First Tranche Completion Date and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or Second Tranche Completion Date.
7.2 Each Seller, on behalf of itself, hereby represents and warrants that each of the Seller Warranties is true, correct and accurate as of the Execution Date and will be true, complete, accurate and not misleading at Completion.
7.3 The Purchaser warrants to the Sellers in the terms of the Purchaser's Warranties that each of the Purchaser’s Warranties is true, correct and accurate as of the Execution Date and will be true, complete, accurate and not misleading at Completion.
10.2 7.4 The Sellers acknowledge that, in entering into this Agreement, the Purchaser has relied upon the Warranties. Subject to clause 7.6 below, the Sellers shall not invoke the Purchaser’s knowledge (whether actual, constructive or imputed) of any matter or thing as a defence to an indemnity claim, or a claim for damages, made by the Purchaser in respect of the Warranties. Subject to clause 7.6, the Purchaser will have the right to make a claim for breach of any Warranties whether or not it has, prior to date hereof, has or could have discovered (whether by any investigation made by it or on its behalf, into the affairs of the Company) that any Warranty is untrue, inaccurate or misleading.
7.5 The Warrantors shall be entitled to update the Disclosure Letter, 2 (two) days prior to the First Tranche Completion Date, for any event occurring between the Execution Date and the date of the Updated Disclosure Letter, provided any such updated disclosures must be agreeable to the Purchaser and shall not relate to Fundamental Warranties. If any such disclosures are not acceptable to the Purchaser, the Parties shall mutually discuss and agree on the mechanism to deal with such additional disclosures. If the Purchaser acts Parties are unable to determine the manner in which such additional disclosures are to be dealt with within a period of 5 (five) Business Days from the delivery of the additional disclosures (or such extended period as representative may be agreed between the Parties), then either Party may terminate the Agreement.
7.6 The Warrantors shall be entitled to update the Disclosure Letter, 2 (two) days prior to the Second Tranche Completion Date, for any event occurring between the First Tranche Completion Date and the date of a third party and fails such Updated Disclosure Letter. Provided however, the Warrantors would not be required to disclose any matter in the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of Updated Disclosure Letter which are already in the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations knowledge of the Purchaser in terms and/ or the Purchaser’s Directors due to a discussion at the meeting of this agreementthe Board or the Shareholders, and such matters shall be deemed to be disclosed for the agreement will be regarded as entered into in the personal capacity purpose of the person who signed this agreement as Purchaser or on behalf of the Purchasersuch Updated Disclosure Letter.
Appears in 1 contract
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable Tantus warrants to Buyer that for a period of 30 days from the Body Corporate in terms date of Section 37(1) shipment of the Sectional Titles Act of 1986 Products (Levies) shall “Warranty Period”), such Products will be payable by the Purchaser free from date of Transfer material defects in material and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserworkmanship.
(b) If the Trustees[EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(A),] TANTUS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferINCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, the Seller COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(c) Tantus shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall not be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour breach of the Body Corporate/Developer and warranty set forth in Section 7(a) unless: (i) Buyer gives written notice of the Purchaser is hereby informed of such right accordinglydefect, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a companyreasonably described, close corporation or other legal person to be formed, and such entity is not formed Tantus within 30 (Thirty) 10 days of the conclusion time when Buyer discovers or ought to have discovered the defect; (ii) Tantus is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Tantus) returns such Products to Tantus’ place of this agreementbusiness at Tantus’ cost for the examination to take place there; and (iii) Tantus reasonably verifies Buyer’s claim that the Products are defective.
(d) Subject to Section 7(c), with respect to any defective Products identified during the Warranty Period, Tantus shall, in its sole discretion, either: (i) repair or replace such Products (or the entity does not ratify this agreement within 30 defective part) or (Thirtyii) days credit or refund the Price of the conclusion thereofsuch Products provided that, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementif Tantus so requests, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserBuyer shall, at Tantus’ expense, return such Products to Tantus.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Foure) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserTHE REMEDIES SET FORTH IN SECTION 7(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND TANTUS’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7(e).
Appears in 1 contract
Samples: Distribution Agreement
Warranties. 9.1 In 6.1 The Seller warrants to the Buyer in the terms of the provisions of Warranties as at the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter date of this agreement or in respect and each of anything relating thereto and this sale is accordingly voetstootsthe Warranties shall be construed as a separate warranty.
9.4 The Seller warrants and acknowledges that he/it is not aware 6.2 Subject to clause 6.1, any information supplied by or on behalf of any special levies that have been raised, or will be raised, after signature of this Agreement but prior Group Company to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserSeller in connection with the Warranties, the Disclosure Letter or otherwise in relation to the business and affairs of any Group Company shall not constitute a representation or warranty or guarantee as to the accuracy thereof by any Group Company and the Seller hereby waives any and all claims which it might otherwise have against any Group Company or any of their respective directors, officers, employees, agents or advisers in respect thereof save in respect of any rights it may have against any of them in respect of fraud or wilful non-disclosure.
10.2 If 6.3 Any claim under the Purchaser acts as representative Warranties is subject to the terms and provisions of this clause 6 and schedule 4.
6.4 The Seller shall be under no liability under the Warranties in relation to any matter forming the subject matter of a third party claim thereunder to the extent that the same or circumstances giving rise thereto are fairly disclosed in the Disclosure Letter (and fails for the purposes hereof, “fairly” means with sufficient detail to disclose identify the name of her principal nature and furnish written proof of her mandate within 24 (Twenty Four) hours scope of the conclusion matters disclosed).
6.5 Each of the Warranties shall be construed as a separate warranty, and (unless expressly provided to the contrary) shall not be limited by the terms of any of the other Warranties.
6.6 The Buyer warrants to the Seller that the execution and delivery of this agreementagreement and the Completion of the transactions contemplated hereby, and/or her principal does not ratify have, where required, been duly and validly authorised and no other proceedings or action on the part of the Buyer is necessary to authorise the agreement or to complete the transactions contemplated.
6.7 The only warranties given by the Seller in respect of or relating to:
(a) Intellectual Property are contained in paragraph 6 of schedule 3;
(b) Information technology and data protection are contained in paragraph 11 of schedule 3;
(c) officers, employees and trade unions are contained in paragraph 17 of schedule 3;
(d) the Properties are contained in paragraph 18 of schedule 3;
(e) Pension Benefits are contained in paragraph 19 of schedule 3;
(f) Tax or any Taxation Statutes are contained in paragraph 20 of schedule 3; and
(g) Environmental Matters are contained in paragraphs 5, 18.7 and 21 of schedule 3, and no claim or proceeding for breach of Warranty which could be brought within any of the paragraphs specified in this clause 6.7 shall be brought except under one of those paragraphs and no liability which arises under one of those paragraphs shall also arise under any other such paragraph or under any other Warranty provided that, notwithstanding the foregoing, any claim in respect of any subject matter may be brought under paragraph 3 of schedule 3 (Accounts Warranties).
6.8 Any payment due in respect of any claim under this agreement within (including, for the aforementioned periodavoidance of doubt, under the representative will be personally liable Warranties and the indemnities in clause 23) or the Tax Deed shall for all purposes be deemed to be and shall take effect as an adjustment to the obligations Share Consideration.
6.9 The Seller irrevocably and unconditionally agrees: (a) that it will not bring any contribution proceedings, claims or the like under the Civil Liability (Contribution) Axx 0000 against any person until after the final determination of the Purchaser any claim and/or proceedings arising out of or in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed connection with this agreement as Purchaser brought against the Seller by the Buyer (or on behalf any person entitled to bring a claim against the Seller under this agreement or any agreement related thereto; and (b) that the Seller shall not be entitled to claim any right of set-off or apply for any form of stay of any proceedings brought by the PurchaserBuyer against the Seller arising out of or in connection with this agreement in respect of any such claim.
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Healthcare International Inc)
Warranties. 9.1 In terms 8.1 The Seller acknowledges that:
(a) The Purchaser is relying on the Seller’s skill and expertise to ensure Goods are fit for the purpose intended and, in addition to all warranties in favour of the provisions of the Consumer Protection ActPurchaser, 19 of 2008expressed or implied, it is recorded that the Purchaser has the right to receive goods (established by statute, common law or elsewhere set forth in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreementPurchase Order, the Seller has made no representation hereby expressly represents and given no warrants that the Goods (i) will conform to all Specifications, drawings and any other description and standard of performance relating to the Goods provided or accepted in writing by the Purchaser (as the case may be); (ii) will be fit and sufficient for the purpose intended; (iii) will be of best material and workmanship; and (iv) will be free from all patent and latent defects and all liens and encumbrances; and (v) will be of equal quality in all respects to any samples provided; and
(b) The Purchaser is relying on the Seller’s skill and expertise to ensure that the Services are provided with due care, skill and diligence and, in addition to all warranties in favour of the Purchaser, expressed or implied, established by statute, common law or elsewhere set forth in this Purchase Order, the Seller hereby expressly represents and warrants that the Services (i) will be provided by appropriately experienced, qualified and trained personnel; (ii) will be rendered with all due skill, care and diligence; and (iii) will conform to all specifications (including the Specifications) and any other description relating to the Services, provided or accepted in writing by the Purchaser (as the case may be). The Seller hereby indemnifies the Purchaser against any and all liabilities, damages, costs or expenses which may accrue to or be sustained by the Purchaser as a result of a breach of the aforementioned warranties by the Seller. The Seller agrees that, at the request of the Purchaser and without prejudice to any other rights the Purchaser may have under this Purchase Order or otherwise, it will promptly remedy any fault in the Goods or Services which constitutes a breach of the aforementioned warranties or where any such fault is not remediable, will promptly supply replacement materials or services to the Purchaser, in each case without cost to the Purchaser.
8.2 The Seller gives a mechanical guarantee for a period of 12 months from the date of the Goods being put into operation or 36 months from the Delivery of the Goods, whichever is the shorter. If during the period covered by the said mechanical guarantee, any part of the Goods is found to be defective due to faulty design, manufacture, materials or workmanship, other than arising from fair wear and tear or mal-operation the Seller shall remedy such fault free of charge and provide a new 12 month mechanical guarantee in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is replaced item. Where a defect arising within the aforesaid period does not aware of any special levies that have become apparent until the period has expired, the Seller’s liability shall not cease merely because the Purchaser has been raised, or will be raised, after signature of this Agreement but prior unable to registration give due notice of the Propertydefect to the Seller within the said period. The Purchaser may carry out remedial work on Goods if the Seller fails to do so within a reasonable time period after receiving notice from the Purchaser or if urgent remedial work is required to prevent serious material loss or damage. In the event that a special levy is raisedeither case, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable entitled to reimbursement from the Seller of any costs incurred in the correction of defects including, but not limited to, transport costs, dismantling and assembling costs, costs for changing foundations and public utility conduits, and shall be so reimbursed within 45 days of submission of notice.
8.3 Neither inspection and testing of the Goods before Delivery (whether or not availed of) nor acceptance of the Goods or Services by the Purchaser, nor any payment by the Purchaser for the payment thereofGoods or Services shall relieve the Seller of its obligations under this Purchase Order. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour warranties of the Body Corporate/Developer Seller together with its service warranties and the Purchaser is hereby informed of such right accordinglyguarantees, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a companyif any, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations benefit of the Purchaser in terms of this agreementand, at the Purchaser’s option, the Purchaser’s customers, and the agreement will may be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If assigned by the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser its affiliates or on behalf of the Purchasercustomers.
Appears in 1 contract
Samples: Purchase Order
Warranties. 9.1 In Subject to CLAUSE 7:
5.1 Each of Barnoose Ltd, Komori Ltd and Starpath Ltd severally warrants in the terms of the provisions of Warranties as defined in the Consumer Protection Act, 19 of 2008, it is recorded I-Wish Agreement as if those Warranties were set out in full in this Agreement provided that the Purchaser has will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the right Warranties as defined in the I-Wish Agreement to receive goods the extent fairly disclosed in the Disclosure Letter, and each of Barnoose Ltd, Komori Ltd and Starpath Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the I-Wish Agreement).
5.2 Each of Barnoose Ltd, Komori Ltd and Starpath Ltd severally warrants in the terms of the Warranties as defined in the Alternative Sources Agreement as if those Warranties were set out in full in this instance Agreement provided that the Property) that:-Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the Alternative Sources Agreement to the extent fairly disclosed in the Disclosure Letter, and each of Barnoose Ltd, Komori Ltd and Starpath Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the Alternative Sources Agreement).
9.1.1 are reasonably suitable for 5.3 Garnoose Ltd severally warrants in the purposes for terms of the Warranties as defined in the 3R Agreement as if those Warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the 3R Agreement to the extent fairly disclosed in the Disclosure Letter or the disclosures set out in schedule 5 to the 3R Agreement and the Agreed Bundle as defined therein, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the goods are generally intended3R Agreement).
5.4 Garnoose Ltd severally warrants in the terms of the Warranties as defined in the A Maclean Agreement ax xx xxose Warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the A Maclean Agreement to the extent fairly disclosed in the Disclosure Letter or in the Disclosures set out in schedule 2 to the A Maclean Agreement xxx xxx Agreed Bundle as defined therein, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the A Maclean Agreement).
0.0 Garnoose Ltd severally warrants in the terms of the warranties set out in clause 4 of the Awesome Assignment as if those warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the said warranties in the Awesome Assignment to the extent fairly disclosed in the Disclosure Letter, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said warranties (none of which will be construed restrictively, by reference to any other warranty or term of the Awesome Assignment).
5.6 Subject to CLAUSE 7, the Vendors, jointly and severally:
5.6.1 warrant to the Purchaser in the terms of the Warranties set out in SCHEDULE 4, provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of those Warranties to the extent fairly disclosed in the Disclosure Letter, and agree that the Purchaser is entering into this Agreement in reliance on each of the Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of this Agreement);
9.1.2 are 5.6.2 will indemnify the Purchaser against any reasonable costs or expenses (including legal costs) which it may incur, either before or after the commencement of good qualityany action, in good working order and free directly or indirectly as a result of defectsany breach of any of the Warranties;
9.1.3 comply 5.6.3 undertake that, if any claim is made against any of them in general connection with the requirements and standards contemplated in Section 55 sale of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Shares to the intended use Purchaser, they will not make any claim against any Group Member, or against any director or employee of any such Group Member, on which or on whom any of them may have relied before agreeing to any provision of this Agreement or the Disclosure Letter, but so that this undertaking will not preclude any Vendor from claiming against any other Vendor under any right of contribution to which such Vendor may be entitled.
5.7 In this Agreement, unless otherwise specified, where any Warranty refers to the knowledge or awareness of the goods for residential purposesVendors (or similar expression), that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall each Vendor will be deemed to have accepted the dwelling in good order such knowledge or awareness as such Vendor would have obtained had such Vendor made all due and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of careful enquiries into the subject matter of this agreement or that Warranty and, where any of the Warranties set out in respect of anything relating thereto SCHEDULE 4 so refers, the knowledge and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware awareness of any special levies that have been raised, or one of the Vendors will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable imputed to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionremaining Vendors.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms 6.1 Except as Disclosed, the Founders severally warrant to the Buyer as set out in Schedule 6 and Part C of the provisions Tax Schedule.
6.2 Unless the context otherwise expressly requires, any reference in Schedule 6 or Part C of the Consumer Protection Act, 19 Tax Schedule to the Company means the Company and each of 2008, it is recorded the Subsidiaries separately so that the Purchaser has Warranties are given in respect of each company separately.
6.3 Any warranty or reference made in the right Disclosure Letter or any reply to receive goods enquiries raised by the Buyer's Solicitors which is qualified by the expression "to the best of the knowledge, information and belief of the Founders" or "so far as the Founders are aware" or similar expression is deemed to be given to the best of the knowledge, information and belief of the Sellers after the Sellers have made due and careful enquiries.
6.4 Except as Disclosed and except as set out in clause 6.5, nothing of which the Buyer may have knowledge (in including constructive, implied or imputed knowledge) will prejudice any claim which the Buyer may bring or reduce any amount recoverable by the Buyer under the Warranties.
6.5 The Buyer may not bring a claim for breach of the Warranties if and to the extent that the Buyer is, at the date of this instance agreement, actually aware of any fact, matter, event or circumstance as a result of which it is, at the Property) that:-
9.1.1 are date of this agreement, reasonably suitable for apparent to the Buyer that the Buyer would be entitled to bring that claim after Completion. For the purposes for which of this clause, the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 knowledge of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall Buyer will be deemed to have accepted be the dwelling actual knowledge of Bxxxxxx Xxxxx. For the purposes of this clause 6.5, the Buyer confirms to the Founders that Bxxxxxx Xxxxx has read in good order and conditionfull all due diligence reports prepared both by the Buyer and/or Staffing 360, or by their respective advisers in relation to the Group.
9.3 Save as specifically set out in this agreement, 6.6 No right of the Seller has made no representation and given no warranties Buyer in respect of the subject matter Warranties will be waived by Completion.
6.7 The Sellers waive any claim the Sellers may have against any Group Company or any of their officers, agents or employees in relation to the completeness or accuracy of any information supplied (or failure to supply information) to the Sellers, the Buyer or their respective advisers in connection with this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsany document executed or delivered under it.
9.4 The Seller warrants and acknowledges that he/it 6.8 Each Warranty is separate and, unless specifically otherwise provided, is not aware limited or affected by any other Warranty.
6.9 The provisions of any special levies that have been raised, or Schedule 7 will be raised, after signature of this Agreement but prior to registration limit the liability of the Property. In the event Founders as provided in that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserSchedule.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement to Buy the Shares (Staffing 360 Solutions, Inc.)
Warranties. 9.1 In 5.1 Each of the Warrantors hereby severally, and not jointly and severally, warrants, to the Investors that each of the Warranties is true, accurate and not misleading at the date of this Agreement and as at the Completion Date by reference to the facts and circumstances as at that date.
5.2 Each of the Warranties is separate and independent and the Investors shall have a separate claim and right of action in respect of every breach. Subject to Clause 5.5.5, the Warranties shall continue in full force and effect after Completion.
5.3 Each of the Warranties is given subject to the matters fully and fairly disclosed in the Disclosure Letter and by any matter expressly contemplated under the terms of the provisions this Agreement or as required in furtherance of completion of the Consumer Protection ActRestructuring.
5.4 A reference in Schedule 3 to the Warrantors' knowledge, 19 information, belief or awareness, means the actual knowledge, information, belief or awareness which a Warrantor has as at the date of 2008this Agreement, it is recorded provided that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Warrantors shall be deemed to have accepted the dwelling in good order and conditionconstructive knowledge if any Warrantor should reasonably be expected to possess such knowledge, information, belief or awareness after making all reasonable enquiries.
9.3 5.5 Save for any Warranty Claim arising (or any delay in the discovery of which arises) as specifically a result of fraud, wilful misrepresentation or gross negligence on the part of the relevant Warrantor:
5.5.1 the aggregate liability of the Warrantors to the Investors for all Warranty Claims made by either one or all of the Investors shall not exceed US$40,000,000;
5.5.2 in respect of each Warrantor (except the Company whose aggregate liability for all Warranty Claims shall not exceed US$28,089,302), the aggregate liability of a Warrantor for all Warranty Claims shall not exceed the amount set opposite his or its name in the relevant column of Schedule 1 Part A;
5.5.3 the liability of each Warrantor (except the Company whose liability in respect of any Warranty Claim for which it is liable shall not exceed 70% of the relevant Warranty Claim) in respect of any Warranty Claim for which he/it is liable shall not exceed the proportion of the relevant Warranty Claim which equals the proportion set opposite his or its name in the relevant column of Schedule 1;
5.5.4 no Warrantor shall be liable in respect of a Warranty Claim unless the total amount of one or more Warranty Claim(s) exceeds US$1,000,000;
5.5.5 the Warrantors shall not be liable in respect of a Warranty Claim unless
(a) written particulars thereof (stating in reasonable detail the nature of the Warranty Claim) shall have been notified in writing to each of them on or before the date which is the earlier of:
(i) three years after the date of completion; and
(ii) three months after the publication of the audited consolidated accounts of the Group for the first financial year after Listing; or
(iii) in relation to a Warranty Claim brought pursuant to the Warranties set out in this agreementparagraph 7 of Schedule 3, written particulars thereof shall have been notified in writing to each of them on or before the Seller expiration of all applicable statutes of limitation with respect to the matters contained in paragraph 7 of Schedule 3; and
(b) if the relevant Warranty Claim notified in accordance with Clause 5.5.5
(a) has made no representation and given no warranties not been satisfied, settled or withdrawn, proceedings in respect of the subject matter Warranty Claim shall have been commenced in accordance with Clause 12 within two months of this agreement or the expiry of the notice of the dispute served in accordance with Clause 12.2;
5.5.6 the Warrantor shall not be liable in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges a Warranty Claim to the extent that he/it is not aware any Group Member recovers any sum (whether by payment, discount, credit or otherwise) from any third party in respect of any special levies that have matter or event which could give rise to such Warranty Claim against the Warrantors hereunder, and any such sum has been raisedrecovered; and, or will be raisedin the event of such recovery occurring after the Warranty Claim has been satisfied by the Warrantors, after signature the Investors shall account to the Warrantors in respect of this Agreement but prior its pro-rated share of any amount so recovered up to registration the amount of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees Warranty Claim;
5.5.7 no liability shall attach to any of the body corporate, after date Warrantors in respect of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)any Warranty Claim:
(a) All amounts payable to the Body Corporate extent that provision or reserve in terms of Section 37(1) respect of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation matter giving rise to a given month. Any Special Levy so authorised by the Body Corporate such Warranty Claim has been disclosed by provided for or noted in the Seller to the PurchaserAccounts or that such matter or thing has been taken into account therein;
(b) If if such Warranty Claim would not have arisen but for a change in the Trustees, rate of Tax or a change in legislation made after registration the date hereof or a change in the interpretation of transfer imposes the law after the date hereof or a special levy change by the relevant Tax Authority in the method of applying or calculating the rate of Tax after the date hereof or a change in any extra statutory concession or practice previously made by any revenue authority (whether or not such change purports to meet expenses which be effective retrospectively in whole or in part) or if such Warranty Claim would not have been underestimated arisen but for any period up judgment delivered after the date hereof;
(c) to the extent that such Warranty Claim would not have arisen but for a change (excluding any change self imposed by the Group) in the treatrnent of assets and liabilities (including capital allowances) in the future accounts of the Group; or
(d) to the extent. that the amount thereof corresponds to an increase in the value of the assets of any other Group Member (minority interests shall be taken into account for this purpose) resulting from a reduction in its liability to Tax except insofar as such increase is attributable to any decrease in rates of Tax, or variation by the relevant Tax Authority in the method of applying or calculating the rate of Tax, made after the date of registration Completion.
5.6 All payments made by any party under this Clause 5 shall be made gross, free of transferright of counterclaim or set off and without deduction or withholding of any kind. If any deduction or withholding is required by law, the Seller shall refund to Warrantor making the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser payment shall be liable for obliged to pay the payment thereof. The Seller warrants that he is not aware Investors such additional sum (on a grossed-up basis) as will, after all deductions or withholdings have been made, leave the Investors with the same amount as it would have been entitled to receive in the absence of any such pending resolutionrequirement to make a deduction or withholding.
9.6 5.7 The Seller hereby discloses that a real right provisions of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or Clauses 5.6 to 5.10 apply notwithstanding any other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion provision of this agreement, Agreement and will not be discharged or the entity does not ratify this agreement within 30 (Thirty) days cease to have effect in consequence of the conclusion thereof, the trustee shall be personally liable for all the obligations any rescission or termination of the Purchaser in terms any other provisions of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserAgreement.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Subscription and Share Purchase Agreement (Mindray Medical International LTD)
Warranties. 9.1 In terms (a) Cortendo represents and warrants to ATL and agrees that on the Start Date and separately on each of the provisions Initial Shares Completion Date and Milestone Shares Completion Date that:
(i) it is a person to whom an offer of the Consumer Protection Subscription Shares for issue may be made without a disclosure document (as defined by the Corporations Act, 19 ) on the basis that it is a professional investor or sophisticated investor (within the meaning of 2008section 708 of the Corporations Act) exempt from the disclosure requirements of Part 6D.2 of the Corporations Act or otherwise a person to whom an offer of the Subscription Shares for issue may be made without disclosure to investors in reliance on one or more exemptions in section 708 of the Corporations Act;
(ii) in connection with its entry into this agreement and its subscription for the Subscription Shares under this agreement, it is recorded that in compliance with all relevant Laws and regulations (including, without limitation, the Purchaser requirements of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) and Division 3 of Part 7.10 of the Corporations Act) and will not cease to be in compliance by performing its obligations under this agreement;
(iii) it has made its own enquiries and relied upon its own assessment of the right Subscription Shares and has conducted its own investigation with respect to receive goods the Subscription Shares including, without limitation, any restrictions on re-sale of the Subscription Shares (including the restrictions in this instance sections 707(2), 707(3) and 707(5) of the PropertyCorporations Act) that:-
9.1.1 are reasonably suitable and the particular tax consequences of subscribing, owning or disposing of the Subscription Shares in light of its particular situation, as well as any consequences arising under the laws of any jurisdiction, and has decided to agree to subscribe for the purposes for which the goods are generally intendedSubscription Shares based on its own enquiries;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/(iv) it is not aware acquiring the Subscription Shares with the purpose of any special levies that have been raisedselling or transferring the Subscription Shares, or will be raisedgranting, after signature of this Agreement but prior to registration of issuing or transferring interests in, or options over, the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Subscription Shares;
(av) All amounts payable this agreement does not constitute financial product advice or a recommendation to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated subscribe for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants Subscription Shares and that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer negotiating and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify entering into this agreement within 30 (Thirty) days of the conclusion thereofATL has not had regard to its particular objectives, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, financial situation and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.needs; and
Appears in 1 contract
Samples: Technology Licence Agreement (Strongbridge Biopharma PLC)
Warranties. 9.1 In terms 6.1 Each of the provisions Sellers jointly and severally warrants to the Purchaser in the terms set out in schedule 3 and each of the Consumer Protection Act, 19 of 2008, it is recorded Sellers agrees and acknowledges that the Purchaser has is entering into this agreement in reliance on those warranties.
6.2 Each Warranty stated to be made or given in respect of the right Company shall be deemed to receive goods be a warranty of the Sellers made or given in respect of each Member of the Group and (unless the context or subject matter otherwise requires) the expression the Company in the Warranties shall be construed accordingly.
6.3 The Warranties are given subject to matters fairly disclosed in the Disclosure Letter or the Disclosure Documents. For the purpose of this instance clause 6.3 fairly disclosed means a disclosure with sufficient information to enable a reasonable person in the Property) that:-
9.1.1 are reasonably suitable position of the Purchaser (who, for the purposes for which the goods are generally intended;
9.1.2 are avoidance of good qualitydoubt, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted carried out the dwelling in good order and conditioninvestigations into the affairs of the Group that the Purchaser has actually carried out) to assess the nature of the disclosure.
9.3 Save as specifically set out in this agreement6.4 The Warranties, and the Seller has made no representation and given no warranties Purchaser's rights in respect of them, shall not in any respect be extinguished or affected by Completion.
6.5 Each of the subject matter Sellers agrees and acknowledges that each of the Warranties shall be construed as a separate and independent warranty and shall not be limited or restricted by reference to, or inference from, the terms of any other Warranty or any other term of this agreement.
6.6 Where any statement in this agreement or the Disclosure Letter is qualified by the expression so far as the Sellers are aware or any similar expression, that statement shall mean or refer to (i) the actual knowledge of each person listed below; and (ii) the actual knowledge that a reasonable person with the managerial responsibilities in the Company equivalent to each person listed below should have (who, for the avoidance of doubt, shall be deemed to have carried out such investigations into the affairs of the Group as a reasonable person in such a managerial position could reasonably be expected to have done in carrying out such duties):
6.6.1 Xxxxx Xxxxxxx Xxxxxxx;
6.6.2 Xxxx Xxxxxxx Xxxxxxx;
6.6.3 Xxxxxxx Xxxxx Xxxxxxxxx;
6.6.4 Xxxxxxx Xxxx;
6.6.5 Xxxx Xxx Xxxxxx;
6.6.6 Xxxxxx Xxxxx Xxxxx;
6.6.7 Xxxxxx X Xxxxxx; and
6.6.8 Xxx Xxxx Ng.
6.7 The Purchaser's sole remedy in the event of any breach of any warranty or undertaking in this agreement or any other agreement to be entered into pursuant to or for the purposes of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by in damages for breach of contract and (for the Purchaser from date avoidance of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(bdoubt) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of have no right to rescind or terminate this agreement or any such pending resolutionother agreement after Completion.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 11.1 Meggitt warrants to the intended use of Underwriter as at the goods for residential purposes, that date hereof in the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically terms set out in Schedule 2. Meggitt acknowledges that the Underwriter is entering into this agreement in reliance upon each of the Warranties, each of which has also been given as a representation and with the intention of inducing the Underwriter to enter into this agreement, the Seller has made no representation and given no warranties in respect . Each of the subject matter Warranties shall be construed separately and none of the Warranties shall be limited or restricted by reference to or inference from the terms of any other Warranty or any other provision of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsagreement.
9.4 The Seller warrants and acknowledges that he/11.2 Meggitt undertakes to notify the Underwriter forthwith if it is not aware comes to the knowledge of Meggitt or any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Directors that:-
(a) All amounts payable any of the Warranties was untrue or inaccurate when made and/or that any of the Warranties has ceased to be true or accurate by reference to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser facts and circumstances from date of Transfer and where applicable a pro-rata share in relation time to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchasertime subsisting;
(b) any fact, matter or circumstance has arisen or occurred or exists which may give rise to a claim under the indemnity in clause 12.2.
11.3 If at any time prior to Admission (i) it comes to the Trustees, after registration knowledge of transfer imposes the Underwriter (whether by way of receipt of a special levy notification pursuant to meet expenses which have been underestimated for clause 11.2 or otherwise) that any period up to of the Warranties were at the date of registration this agreement untrue or inaccurate in any material respect and/or have become untrue or inaccurate in any material respect by reference to the facts and circumstances from time to time subsisting and (ii) in the reasonable opinion of transferthe Underwriter, the Seller shall refund fact or circumstance which has caused such Warranty to be or become untrue or inaccurate is material in the Purchaser such amount when it becomes payable by context of the Purchaser. If after acceptance hereof but before transfer is effectedunderwriting hereunder, the Trustees passes Underwriter may by notice to Meggitt to be delivered before Admission terminate its obligations under this agreement. In such event clause 2.2 will apply as if any resolution imposing a special levy of the conditions contained in clause 2.1 had not been fulfilled. Meggitt shall have no claim against the Underwriter if, being entitled to cater for any future improvements to do so, the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware Underwriter gives notice of any such pending resolutiontermination.
9.6 11.4 The Seller hereby discloses that a real right of extension over the scheme, is registered Warranties shall remain in favour of the Body Corporate/Developer full force and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion effect notwithstanding completion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Underwriting Agreement (Meggit PLC)
Warranties. 9.1 In 6.1 Subject to Clause 6.2, Seller warrants to Buyer as at the date of this Agreement in the terms of the provisions Warranties, which Warranties shall remain in full force and effect until Completion and shall be deemed to be repeated immediately prior to Completion.
6.2 Seller shall use its best efforts to ensure that the Warranties are true and accurate as at Completion but if, notwithstanding such efforts, any circumstance, matter or thing occurs which would be materially inconsistent with any of the Consumer Protection ActWarranties on the Completion Date, 19 Seller shall notify Buyer thereof in which case Buyer may by notice in writing to Seller prior to the Completion Date rescind this Agreement.
6.3 Save in the case of 2008fraud or willful non-disclosure by Seller, Seller shall not be liable in respect of any claim under the Warranties if the facts or circumstances giving rise to such claim have been disclosed or referred to in the Disclosure Letter, the Accounts or the Data contained in the Data Room or are provided for or stated to be exceptions under the terms of this Agreement or are otherwise known or should have been known to Buyer's Group at the Effective Date. Buyer acknowledges and confirms that it has had free and unrestricted access to all the information in the Data Room (as set out on the Data Room List) and that it has made its own independent investigations, analysis and evaluations of the geological, geophysical and, engineering, economic or other interpretations and that in respect of all such information it is recorded relying thereon.
6.4 Save as and only to the extent set forth in Clause 6.1, and save in the case of fraud or willful non-disclosure, Seller makes no representations or warranties in respect of any circumstance, matter or thing and disclaims all liability and responsibility for any representation, warranty, statement, opinion, information or advice made or communicated (orally or in writing) to Buyer (including, without limitation, any representation, warranty, statement, opinion, information or advice made and communicated to Buyer by any officer, shareholder, director, employee, agent, consultant or representative of Seller or Seller's Group) and Buyer acknowledges and affirms that it has not relied on any such representation, warranty, statement, opinion, information or advice in entering into or carrying out the Purchaser has transactions contemplated by this Agreement. Except as and to the right extent set forth in Clause 6.1, Seller makes no representations or warranties as to
(a) the quantity, quality or deliverability of Petroleum or other reserves attributable to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intendedLicense Interests or any of them;
9.1.2 are (b) any geological or other interpretations or economic evaluations concerning the License Interests or any of good qualitythem; or
(c) the information contained in the Disclosure Letter and the documents referred to in the Data Room List.
6.5 Save in the case of fraud or willful non-disclosure by Seller, Seller shall be under no liability in good working order respect of any claim under the Warranties and free any such claim shall be wholly barred and unenforceable unless written notice of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 such claim setting out such details of the Consumer Protection Act; relevant claim as are then available to Buyer (including the grounds on which such claim is based and the Purchaser accordingly acknowledges amount claimed to be payable in respect thereof) shall have been served upon Seller by Buyer by not later than one month on the 1st anniversary of the date of this Agreement and records that she either:-
(a) the amount payable in respect of the relevant claim has satisfied herselfbeen agreed by Seller within 30 days of the date of such written notice; or
(b) legal proceedings have been instituted in respect of such claim by the due service of process on Seller within 30 days of the date of such written notice.
6.6 Neither Seller nor any member of Seller's Group shall be liable under this Agreement for consequential loss or damage to Buyer or any member of Buyer's Group.
6.7 Each of the Warranties shall be construed as a separate warranty, having inspected the goods and having regard (save as expressly provided to the intended use contrary) shall not be limited by the terms of any of the goods for residential purposesother Warranties.
6.8 Where any Warranty is qualified by any reference to the knowledge or awareness of a Party, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Party shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of all reasonable enquiries concerning the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsthe Warranty.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Sale Agreement
Warranties. 9.1 In terms The Warrantors severally warrant to the Purchaser as at the date of this Agreement that, save as fairly disclosed in or by the Disclosure Letter, each of the provisions Warranties set out in schedule 6 (other than paragraphs 43 and 44 of schedule 6) is true and correct and not misleading. The Warranties are deemed to be repeated, subject to clause 9.19, on the Consumer Protection Act, 19 Completion Date and any reference made to the date of 2008, it is recorded that the Purchaser has the right this Agreement (whether express or implied) in relation to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good qualityany Warranty shall also be construed, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herselfrelation to such repetition, having inspected the goods and having regard as a reference to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsCompletion Date.
9.2 The Purchaser having satisfied herself as Each of the Investors, Xxxxxxx Xxxxxx Xxxxxx and Optionholders severally warrant to the state Purchaser, solely with respect to itself/himself that each of the Property Warranties numbered 43 and 44 is true and correct and not misleading. The Warranties given by each of the Investors, Xxxxxxx Xxxxxx Xxxxxx and Optionholders under this clause 9.2 are deemed to be repeated on the Completion Date and any reference made to the date of this Agreement (whether express or implied) in relation to such Warranties shall also be construed, in relation to such repetition, as a reference to the Completion Date. For the avoidance of doubt, the Warrantors shall have no liability for any breach of the Warranties numbered 43 and 44.
9.3 Where “so far as the Warrantors are aware” or any other expression which qualifies a statement by reference to the Warrantors’ knowledge or belief is used in schedule 6 or in the Disclosure Letter, it shall mean to the best of the knowledge, information and belief of the Warrantors having made all reasonable enquiry of the following people but only in the area of responsibility indicated after their name: Xxxx Xxxxxx – Marketing Xxxxxx Xxxxxxxxx – E-commerce Xxxxx Xxxxxx – Finance Sian Fell – HR Xxxx Xxxxx – Technology Support Xxxxx Xxxxx – Business Planning Xxxxxxxxx Xxxx – Customer Service Xxxx Xxxxx – Telesales
9.4 Where “so far as the Warrantors are actually aware” or any other expression which qualifies a statement by request to the Warrantors’ actual knowledge or actual belief is used in schedule 6 or in the Disclosure letter, it shall mean to the best of the knowledge, information and belief of the Warrantors without enquiry having been made.
9.5 The statements set out in part 3 of schedule 6 are warranted by each of the Warrantors individually in that no Warrantor shall have any liability to the Purchaser in respect of a breach of any such Warranties by any of the other Warrantors.
9.6 Subject to clauses 9.10 and 9.20, the total liability of each Warrantor for all claims under the Warranties and the Tax Covenant is limited to the amount set against his name in column 4 of part 1 of schedule 1.
9.7 Subject to clauses 9.10 and 9.20, no liability shall attach to the Warrantors for claims under the Warranties or the Tax Covenant unless the aggregate cumulative amount payable by the Warrantors for all those claims exceeds £25,000. If it does exceed £25,000, subject to clause 9.6 the Warrantors shall be liable for the whole amount of those claims and not just for the excess.
9.8 Subject to clause 9.10, all claims under the (i) Warranties shall be made in writing to the Warrantors claimed against (specifying particulars of the claim in reasonable detail based on the information in the possession of the Purchaser) no later than the date six months after receipt by the Purchaser of the audited consolidated accounts of the Group for the year ended or current on 31 May 2008 and (ii) Tax Covenant shall be made in writing to the Warrantors claimed against (specifying particulars of the claim in reasonable detail based on the information in the possession of the Purchaser) no later than the seventh anniversary of Completion save that such claims shall be deemed to be withdrawn, if not previously satisfied or withdrawn, if proceedings in respect of such claims have accepted not been served on the dwelling in good order and conditionManagers within one year from notification of the claim.
9.3 Save as specifically set out 9.9 If the Purchaser makes a claim against any of the Warrantors for breach of the Warranties or under the Tax Covenant, none of the Warrantors shall have or pursue any claim or third party action to join in, claim against, seek a contribution form or otherwise claim or seek damages or compensation from any Group Company or from any officer or employee of the Group other than the Warrantors.
9.10 The limitations on claims under the Warranties and the Tax Covenant in this agreementclause 9 shall not apply:
(a) to claims against a Warrantor; and/or
(b) where there has been a delay in discovering a claim against a Warrantor which in each case arises as a result of fraud, wilful default or wilful concealment by that Warrantor.
9.11 The Warranties shall survive Completion.
9.12 If any act event or default would otherwise render the Seller has Warrantors liable to a claim both under the Warranties and under the Tax Covenant, such claim shall first be made no representation under the Warranties and given no warranties only the excess shall be claimed under the Tax Covenant. Any amount payable under the Tax Covenant to the Purchaser shall be reduced to the extent of the amount received by the Purchaser in respect of the same matter.
9.13 Upon the Purchaser becoming aware that matters have arisen which will give rise to a claim, the Purchaser will notify the Warrantors as soon as practicable in writing of the potential claim and of the matters which will give rise to such claim and upon request will disclose in writing to the Warrantors all information and documents relating to the claim (unless such disclosure would result in the loss of any applicable privilege or breach of any applicable confidentiality obligation).
9.14 Subject to being indemnified and secured by the Warrantors to the reasonable satisfaction of the Purchaser, the Purchaser shall procure that each Group Company promptly and diligently takes all such actions as the Warrantors may reasonably request to avoid dispute, resist, compromise, defend or appeal any claims against each Group Company and shall not make any admission of liability, agreement or compromise in respect of such claim or otherwise settle such claims without the prior written consent of the Warrantors which shall not be unreasonably withheld or delayed, provided that under no circumstances shall the Purchaser or any Group Company be required to take (or be prevented from taking) any action in circumstances where it reasonably believes the business or interests of any Group Member may be materially adversely affected as a result.
9.15 Where the Purchaser or a Group Company or their respective successors or assigns (as the case may be) is entitled to recover any sum from some other Person firm or company (including for the avoidance of doubt HMRC) in respect of any matter giving rise to a claim under this Agreement the Purchaser shall procure that it or such Group Company or their respective successors and assigns (as the case may be) shall reasonably endeavour to take all appropriate steps to enforce such recovery subject to being indemnified and secured by the Warrantors to the reasonable satisfaction of the Purchaser against all losses liabilities costs and expenses incurred in such recovery and shall account to the Warrantors for any amount so recovered (not exceeding any amount paid by the Warrantors under this Agreement or under the Tax Covenant but including any expenses borne by the Warrantors) and neither the Purchaser nor any Group Company will settle abandon or otherwise resolve such claim for recovery against the third party without the prior written consent of the Warrantors which shall not be unreasonably withheld or delayed.
9.16 The Purchaser shall immediately reimburse to the Warrantors an amount equal to any sum paid in respect of any claim under this Agreement which is subsequently recovered by or paid to the Purchaser or any member of the Purchaser’s Group or any Group Company by any third party less any costs and expenses reasonably incurred by the Purchaser in connection with the recovery or payment of such sum.
9.17 The Warrantors shall not be liable under this Agreement to the extent that:
9.17.1 such liability arises or is increased as a result of increases in rates of Tax made after Completion
9.17.2 such liability would not have arisen but for something voluntarily done or omitted to be done by the Purchaser, any Group Company or their agents after Completion (otherwise than in the ordinary and proper course of the business of such Group Company as carried on at Completion) which they were aware was or was likely to result in a claim;
9.17.3 such liability arises or is increased as a result of the passing of or any change in law or regulation or in its interpretation or administration by the English courts, by HMRC or by any other monetary fiscal or regulatory authority (whether or not having the force of law) or by the withdrawal after completion of any published concession or general practice previously made by any Tax Authority or by the withdrawal of any relief or allowance available at the date hereof;
9.17.4 the liability arises as a result of any change in the accounting reference date or in the accounting principles practices or bases of any Group Company introduced or having effect after Completion;
9.17.5 the liability relating to the subject of the claim is recovered by any Group Company or the Purchaser under any policy of insurance;
9.17.6 the claim is for Tax arising in the ordinary course of business of any Group Company after Completion;
9.17.7 an amount by which any Tax which any Group Company or the Purchaser is or may be liable for (whether actually paid or payable or not) is reduced or extinguished as a consequence of the matter giving rise to the claim;
9.17.8 the subject matter of the claim is taken into account in determining an adjustment to the purchase consideration for the Shares in accordance with the provisions of clause 3.4 and schedule 8.
9.18 Nothing in this agreement Agreement shall in any way diminish the Purchaser’s or any Group Company’s common law duty to mitigate its loss.
9.19 A Warrantor, an Investor or Xxxxxxx Xxxxxx Xxxxxx may elect at any time to notify the Purchaser in writing of the occurrence, or failure to occur, of any event which occurrence or failure would cause any Warranty of such Person contained herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Completion Date when the Warranties will be deemed repeated, and such written notice shall be deemed to cure the breach of any such Warranty and amend and/or supplement the section of the Disclosure Letter relating to such Warranty so that, following Completion, the Warrantors, the Investors and Xxxxxxx Xxxxxx shall have no liability in respect of anything relating thereto and such breach save that nothing in this sale is accordingly voetstootsclause shall in any way prejudice the Purchaser’s right to terminate this Agreement in accordance with clause 7.1.
9.4 The Seller warrants and acknowledges that he/it is not aware 9.20 None of the limitations in this clause 9 on claims under the Warranties or the Tax Covenant shall apply to a claim against any of the Vendors or Xxxxxxx Xxxxxx Xxxxxx for breach of any special levies that have been raisedof the Warranties contained in paragraphs 17.2, or will be raised21.3, after signature 33, 36, 43 and 44, as applicable, of schedule 6.
9.21 The Purchaser warrants to the Vendors, as at the date of this Agreement but prior to registration that the warranty set forth in paragraph 2 of schedule 7 is true and correct and not misleading in all respects and each of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees other warranties of the body corporate, after Purchaser set out in schedule 7 is true and correct and not misleading in all material respects. The warranties in schedule 7 are deemed to be repeated on the Completion Date and any reference made to the date of signature of this Agreement but prior (whether express or implied) in relation to registration any of the Propertywarranties in schedule 7 shall also be construed, it is agreed that in relation to such repetition, as a reference to the special levy will Completion Date. Subject to clause 9.22, all claims under the (i) Warranties of the Purchaser set out in Schedule 7 shall be paid: * jointly by made in writing to the Seller and Purchaser, Purchaser (specifying particulars of the claim in reasonable detail based on a pro-rata basis according to the information in the possession of the person asserting such claim) no later than 2 years from date of registrationCompletion, save that such claims shall be deemed to be withdrawn, if possible/not previously satisfied or withdrawn, if proceedings in respect of such claims have not been served on an equal basis/by the Seller/Purchaser within one year from notification of the claim.
9.22 The limitations on claims under the Warranties of the Purchaser set out in Schedule 7 set forth in clause 9.21 shall not apply:
(a) to claims against the Purchaser; and/or
(b) where there has been a delay in discovering a claim against the Purchaser which in each case arises as a result of fraud, wilful default or wilful concealment by the Purchaser.
9.5 Levies 9.23 The Warranties of the Purchaser set out in Schedule 7 shall survive Completion.
9.24 The Purchaser agrees to indemnify each Manager and Special Levy Xxxxx Xxxxx against any UK income tax liability or primary UK national insurance contributions liability incurred by such Manager or Xxxxx Xxxxx arising as a direct result of the grant and/or exercise of the put and call options contemplated by the Put/Call Agreements (if any)
the “Put/Call Options”) which, for the avoidance of doubt, shall include any Tax arising under Section 222 Income Tax (aEarnings and Pensions) All amounts payable Xxx 0000 (“ITEPA”) and any Tax arising in connection with a payment made to the Body Corporate in terms of such Manager or Xxxxx Xxxxx pursuant to this clause 9.24. Each Manager and Xxxxx Xxxxx shall enter into an election pursuant to Section 37(1431(1) of ITEPA in respect of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to Put/Call Options on the date of registration this Agreement and upon the exercise of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Put/Call Options.
9.25 The Purchaser shall be liable indemnify each Manager and Xxxxx Xxxxx against any increased liability to United Kingdom capital gains tax arising as a result of a loss of business asset taper relief (i) as a result of the transactions undertaken pursuant to this Agreement differing from the transaction steps described in the PricewaterhouseCoopers LLP letter of 16 June 2006 to HM Revenue and Customs seeking clearance under section 138 of TCGA 1992 and section 707 of ICTA 1988 and which would not otherwise have arisen but for the payment thereof. The Seller warrants that he is not aware such difference and (ii) in respect of any such pending resolutionpayment under this clause 9.25.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms a) THE PRODUCT IS PROVIDED TO USER “AS IS.” LICENSOR AND ITS SUPPLIERS MAKE NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. USER IS ADVISED TO SEEK ADVICE FROM ITS OWN ADVISORS WITH RESPECT TO THE MATERIAL CONTAINED IN THE PRODUCT AND ITS SUITABILITY FOR THE PURPOSES FOR WHICH THE USER INTENDS TO PUT THE PRODUCT. LICENSOR AND ITS AGENTS DO NOT WARRANT THE PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT. LICENSOR AND ITS AGENTS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO USER OR TO ANY OTHER ENTITY FOR ANY DAMAGES CAUSED IN ANY PART BY USER’S USE OF THE PRODUCT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, PUNITIVE, SPECIAL OR SIMILAR DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If the foregoing limitations are held to be unenforceable, Licensor’s liability for damages under this License Agreement to User or any other person or entity shall in any event not exceed the amount of the provisions license fee paid by the registered licensed User to Licensor. User may not commence any action for any breach of warranty or other claim arising under the Consumer Protection ActLicense more than six (6) months. A failure or delay by Licensor in the enforcement of any provision of hereof will not waive Licensor’s rights.
b) User agrees to indemnify, 19 defend, and hold Licensor, its suppliers, and distributors, harmless from and against any and all claims from third parties rising out of 2008, it is recorded that the Purchaser has the right or in any way related to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended User’s use of the goods for residential purposesProduct and against any and all claims, that the provisions losses, damages, and expenses resulting from: (I) breach of any of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreementLicense Agreement; (II) use or distribution of any Product or portion thereof after Licensor’s notice that User should cease distribution of such Product due to an intellectual property infringement claim; (III) combination or use of the Product or any portion thereof with another program, product, user, or third party data; (IV) use of a version of the Product after a later version has been issued; or (V) use of the Product upon a CPU or platform for which User does not have a current license from Licensor to use the Product. Date_____________ AMS Initial and Date:_______________________
c) User shall be solely responsible for conversion and input of data and making regular backups of its data, job, and project files on a regular basis. Unless User has separately contracted data loading services from Licensor, Licensor is not responsible whatsoever for data entry and setup of the agreement will Product, or for any failure of the Product to perform to User’s specifications because User has not entered sufficient and adequate setup data. User acknowledges that the customary use of the Product requires that a significant amount of setup data be regarded as entered into the system, and User is prepared to commit the necessary resources, whether personnel or financial, to perform this data entry. User shall solely be responsible for installation and configuration of all hardware and appropriate and current versions of all operating systems which shall be licensed to User by the owners and licensors thereof. User is also advised that installation or updates of hardware and other software in the personal capacity systems Window Magic functions within can have an adverse affect on its successful operation. User is advised to always maintain backups before updating such systems and monitor carefully for behavioral changes. Should conflicts arise, fees charged by Licensor to modify Product to conform or to detect the cause or solution shall be the User’s responsibility.
d) User shall on a regular basis as dictated by good standards of computer management, make full backup copies of all data whether created or modified by Product. Such backup copies shall be regularly tested as functional. The minimum standard of backup of data is each day that Product is utilized, once monthly for testing of backups, and two copies of Product each time the Product is revised.
e) A qualified Computer resources manager shall be appointed by User that shall supervise, direct, and perform the duties necessary to support the correct operation of Product. This person shall have the above duties as their primary responsibility. Although these functions may not always demand a full time position, during implementation of product continuous and complete attention to such needs are of extraordinary importance to successful Product implementation. The resources manager shall also assure that the knowledge base provided to the User, shall be duplicated so that a loss of an individual will not require, without extra cost, retraining of replacement personnel. The Resources manager shall direct the communication of any detected or otherwise perceived errors of the person who signed this agreement as Purchaser Product, with accompanying documentation clearly defining the request for explanation, directions, and possible product modification. Such warranty type services are fee based and either charged for based on time and materials, or provided under a prepaid support time and materials budget. Should User be in default of payment on behalf warranty type services, AMS shall have the right not to have any obligation to perform such services, and User may continue to utilize the balance of the PurchaserProduct within User’s as-is terms. Notwithstanding, services by AMS for modifications due to code logic errors, if chargeable are invoiced at a time and materials charge of no more than 50% of customary service fee rates. For systems on support and maintenance, the billing rate is at 25% of customary fee rates. User agrees that this is an equitable term as the license fees for Window Magic are heavily discounted and in consequence AMS is not obligated to provide free of cost service in the above defined conditions but have agreed to perform such services on a no profit basis.
10.2 If f) Specifications for custom modifications are the Purchaser acts as representative User’s responsibility. Incomplete or erroneous logic or design concepts can lead to programming delays and extra cost to User beyond forecast. Sample data is customarily requested by Licensor in order to test and validate Product fulfillment of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreementUser’s request. Recommendations by Licensor concerning desirability, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreementfeasibility, and the agreement will stylization of Product shall as normal course of such projects be regarded offered for User’s benefit. User is expected to consider such recommendations and chose those of preference, but recognize that alternative choices may have unexpected as entered into in the personal capacity of the person who signed this agreement well as Purchaser or on behalf of the Purchaserunintended consequences when dealing with complex projects.
Appears in 1 contract
Samples: License Agreement
Warranties. 9.1 In 6.1 The Broker hereby represents, warrants and undertakes to Close (such representations, warranties and undertakings being individually repeated on each occasion the Broker requests an Advance) that:
(a) to the best of the Broker’s knowledge and belief the Applicant is solvent has no history of an unsatisfactory repayment record and is able to repay the Advance and all other amounts owing under the Credit Agreement;
(b) the details contained in the Credit Agreement and any other documentation or any information provided by the Broker which forms the basis of Close’s decision to provide an Advance are accurate to the best of the Broker’s knowledge and having carried out a reasonable enquiry the Broker is aware of nothing which if known to Close would affect Close’s decision to accept or decline the Advance;
(c) the Advance is required for the sole purpose of financing Insurance Premiums due under an Insurance Policy issued by an Authorised Insurer;
(d) all sums received from Close representing Insurance Premiums will be applied immediately to the relevant client account of the Broker from which payment of the Insurance Premium due will be made direct to the Authorised Insurer;
(e) it will not make any warranty or representation in relation to Close’s business or to the Credit Agreements generally, other than with Close's prior written approval;
(f) it will not accept from a Borrower or any other person any amount payable by a Borrower to Close under the terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods any Credit Agreement (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy Borrower does make such payment then the Broker will hold such monies on trust for Close and immediately remit such monies to Close);
(g) it is raisednot an Affiliate, or an associate within the meaning of section 184 of the Act, of the Authorised Insurer;
(h) save as may have been notified to Close under the provisions of clause 6.2 the Broker owes no fiduciary duty to the Applicant in relation to the Credit Agreement or the Advance;
(i) it will make all disclosures to the Applicant as required by law including without limitation as to any form of commission or financial benefit received by the Broker with respect to introducing Applicants hereunder;
(j) it has observed and complied with this Agreement;
(k) its operating and customer procedures and all documentation, correspondence, notices and advertisements used or issued by it in pursuance of or in connection with its obligations under this Agreement comply and will continue to comply with all Applicable Laws and it has not done anything which would cause Close to be in breach of Applicable Laws;
(l) it will hold and maintain in full force and effect all licences, approvals, authorisations, consents and registrations which may be necessary in pursuance of or in connection with the performance of its obligations under this Agreement and shall perform its obligations under this Agreement in such a way as not to prejudice the continuation of any such licence, approval, authorisation, consent or registration;
(m) without prejudice to the generality of clauses 6.1(k) and 6.1
(l) the Broker will ensure that:
(i) neither it, nor any third party which introduces prospective Applicants to the Broker, conducts any activity in relation to Insurance Products in breach of section 19 of FSMA; and
(ii) it, and any third party which in the course of a special resolution passed business introduces prospective Applicants to the Broker, is and will remain the holder of a consumer credit licence as required under FSMA and authorising the holder to carry on the business of credit brokerage;
(n) it does not act as agent of the Borrower in relation to the Credit Agreement or the Advance;
(o) (unless Close has agreed otherwise in writing in advance of the making of the request for the Advance) each Insurance Policy for which the Broker requests an Advance is annually renewable, is cancellable at the request of Close and in the event of cancellation of the Insurance Policy the Authorised Insurer provides a refund of premium; and
(p) it has not bribed or attempted to bribe any person in order to source or retain any business in connection with this Agreement or otherwise.
6.2 The Broker shall notify Close prior to the making of a request for an Advance of the amount and purpose of any fees payable by the trustees of Borrower to the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller Broker and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy shall specify which (if any)
(a) All amounts payable are to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable financed by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionCredit Agreement.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Terms of Trade
Warranties. 9.1 In terms 5.1 The Sellers acknowledge that the Buyer is entering into this agreement on the basis of, and in reliance on, the Fundamental Warranties, General Warranties and Tax Warranties.
5.2 The Sellers jointly and severally warrant and represent to the Buyer that except as Disclosed, each of the provisions of Fundamental Warranties, General Warranties and Tax Warranties is true, accurate and not misleading as at the Consumer Protection Act, 19 of 2008, it is recorded that Completion Date.
5.3 Without prejudice to the Purchaser has the Buyer's right to receive goods (in this instance claim on any other basis, or to take advantage of any other remedies available to it, if any Warranty proves to be untrue, inaccurate or misleading, the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Sellers shall pay to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, Buyer on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)demand:
(a) All amounts payable the amount necessary to put the Body Corporate Company into the position they would have been in terms of Section 37(1) of if the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has Warranty had not been disclosed by the Seller to the Purchaseruntrue, inaccurate or misleading;
(b) If all reasonable costs and expenses (including, without prejudice to the Trusteesforegoing generality, damages, legal and other professional fees and costs, penalties, expenses whether arising directly or indirectly) incurred by the Buyer or the Company as a result of the Warranty being untrue, inaccurate or misleading; and
(c) if any sum payable under clause 5.3(a) or clause 5.3(b) is subject to Tax in the hands of the Buyer, the additional amount required to ensure that the net amount received by the Buyer is the amount that the Buyer would have received if the payment was not subject to Tax.
5.4 Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Sellers after registration they have made due and careful enquiries of transfer imposes a special levy each other and all employees, officers and workers of, and advisers to, the Company.
5.5 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to meet expenses any other Warranty or any other provision in this agreement.
5.6 Except for the matters Disclosed, no information of which the Buyer (or any of its agents or advisers) has knowledge (in each case whether actual, constructive or imputed), or which could have been underestimated for discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any period up Claim or reduce the amount recoverable under any Claim.
5.7 The Buyer is not currently formulating a Claim or a claim under the Tax Covenant.
5.8 The Sellers agree that the supply of any information by or on behalf of the Company or any of their respective employees, directors, agents or officers (“Officers”) to the date of registration of transferSellers or their advisers in connection with the Warranties, the Seller Disclosure Letter or otherwise shall refund not constitute a warranty, representation or guarantee as to the Purchaser accuracy of such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered information in favour of the Body Corporate/Developer Sellers. The Sellers unconditionally and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, irrevocably waive all and such entity is not formed within 30 (Thirty) days any rights and claims that it may have against any of the conclusion of this agreementCompany or the Officers on whom the Sellers have, or may have, relied in connection with the entity does not ratify this agreement within 30 (Thirty) days preparation of the conclusion thereofDisclosure Letter, or agreeing the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and further undertakes to the agreement will be regarded as entered into in Buyer, the personal capacity Company and the Officers not to make any such claims.
5.9 For the avoidance of doubt, the rights and remedies of the person who signed this agreement as Purchaser Buyer in respect of any Claim or on behalf claim under the Tax Covenant shall not be affected by Completion, or any termination of (or the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails Buyer's failure to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Fourterminate) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Interlink Electronics Inc)
Warranties. 9.1 In 5.1 The Warrantors hereby represent and warrant to the Purchaser in the terms of the Warranties and acknowledge that the Purchaser is entering into this Agreement in reliance on the Warranties. The Purchaser acknowledges that it has not entered into this Agreement or any other deeds or documents in reliance on any warranty, representation, undertaking or statement of fact or opinion other than the warranties as modified by the Disclosure Letter.
5.2 Except as provided below, the Warranties are given subject only to those matters fairly disclosed in or by virtue of the Disclosure Letter and no other information of which the Purchaser has actual or constructive knowledge shall prejudice any claim under the Warranties or operate to reduce any amount recoverable thereunder.
5.3 Each of the Warranties is given independently from and (save as provided in Clause 5.2 as regards the Disclosure Letter) shall not be limited by reference to any of the others of them or anything else contained in this Agreement or the Tax Deed or any other agreement or document referred to herein.
5.4 The Vendor shall forthwith disclose to the Purchaser in writing any matter or thing which may arise or become known to him after the date hereof which is or could be a breach of any of the Warranties.
5.5 The Vendor acknowledges that to the extent that a breach of Warranty affects, or if known would have affected and thereby reduced the profit before tax of the Group for the year ended 31st December 1996 the Purchaser's prima facie claim for Compensation is for (pound)5 for each (pound)1 of such reduction if such profit, adopting consistent policies or adopted in producing the Accounts, would be reduced below (pound)448,000. The provisions of this clause are without prejudice to the Consumer Protection Act, 19 right of 2008, the Purchaser to claim damages on any other bases available to if for breach of Warranty.
5.6 The Vendor hereby irrevocably waives all rights and claims which he may have against each Company in respect of any misrepresentation inaccuracy or omission in or from any information or advice given by it is recorded or any of its officers or employees to such Vendor to enable him to give any of the Warranties or to prepare the Disclosure Letter or to assume any of the obligations assumed or to be assumed by him under or pursuant to this Agreement.
5.7 The Purchaser warrants to the Warrantors (upon which warranty the Warrantors are relying in entering into this Agreement) that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable formed no intention of bringing any claim for the purposes for which the goods are generally intended;
9.1.2 are breach of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to Warranty at the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionthis Agreement.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Shares (Elcom International Inc)
Warranties. 9.1 In terms 21.1 The Warranties of each Parties are set out in Schedule 5 for the provisions of Seller's Warranties and in Schedule 6 for the Consumer Protection ActPurchaser's Warranties.
21.2 Other than the Warranties set out in Schedule 5, 19 of 2008neither the Seller nor any Other Seller makes any representation or warranty, it and the Purchaser agrees that neither the Seller nor any Other Seller shall have any liability whatsoever, with respect to any representation or warranty that is recorded not expressly warranted by the Seller in the Warranties. Similarly, other than the Warranties set out in Schedule 6, the Purchaser makes no other representation or warranty, and the Seller agrees that the Purchaser has shall have no liability whatsoever, with respect to any warranty that is not expressly warranted by the right to receive goods (Purchaser in this instance Agreement.
21.3 Notwithstanding anything to the Property) that:-
9.1.1 are reasonably suitable for contrary in this Agreement, the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order contents and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 scope of the Consumer Protection Act; Warranties given by the Seller as at the Effective Date shall be limited or qualified by, and the Purchaser accordingly acknowledges shall have no right to make any claim in respect thereof, with respect to, those facts, matters or circumstances which are fairly disclosed in the Data Room with sufficient detail that a reasonable purchaser would be able to ascertain the importance, nature and records scope of such fact, matter or circumstance being disclosed; provided that she such fact, matter or circumstance has satisfied herselfbeen disclosed on or prior to 11:59 p.m. (CET) on January 29, having inspected 2016. The Seller has used reasonable efforts to provide the goods information in the Data Room in a reasonably coherent manner and having regard to ensure that the relevant information and documents are disclosed in the right section or folder of the Data Room and has not wilfully sought to hide any specific disclosures in the Data Room.
21.4 The Warranties shall be subject to the intended use of the goods for residential purposes, that the limitation on liabilities and other provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsClause 22.
9.4 The Seller warrants 21.5 Each Warranty shall be construed as a separate and acknowledges that he/it is independent warranty and, except where expressly provided to the contrary, shall not aware be limited or restricted, or widened or extended, by reference to or interference from the terms of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaserother Warranty.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Merus Labs International Inc.)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act8.1 The Vendor hereby represents, 19 of 2008, it is recorded that warrants and undertakes to the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) that each of the Consumer Protection Act statements set out in Schedule 2 is now and will at Completion be true and accurate and acknowledge that the Purchaser in entering into this Agreement is relying on such Warranties and has been complied with in all respectsinduced by them to enter into this Agreement.
9.2 8.2 The Purchaser having satisfied herself as Warranties are given subject to the state matters fairly disclosed in the Disclosure Letter but no other information relating to any member of the Property Group of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under such Warranties or under the indemnity contained in Clause 8.5 or operate to reduce any amount recoverable and it shall not be a defence to any claim against the Vendor that the Purchaser knew or ought to have known or had constructive knowledge of any information (other than as disclosed in the Disclosure Letter) relating to the circumstances giving rise to such claim.
8.3 The Warranties set out in each paragraph of Schedule 2 shall be separate and independent and save as expressly provided shall not be limited by reference to or inference from any other paragraph or anything in this Agreement or the Schedules nor anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned.
8.4 The Warranties set out in each paragraph of Schedule 2 shall be deemed to have accepted be given on the dwelling in good order date of this Agreement and conditionon the Completion Date as if all references therein to the date of this Agreement were (save where the context precludes) references to the Completion Date.
9.3 Save 8.5 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser (for itself and as specifically trustee for each member of the Group) against any costs, expenses and liability properly and reasonably incurred by the Purchaser in connection with any breach of any Warranties by the Vendor; and the indemnity contained in this Clause shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser.
8.6 Where any statement in the Warranties is qualified as being subject to the knowledge of the Vendor, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry by the Vendor so as to ensure that it is true and accurate and is not misleading, whether by reason of an omission or otherwise.
8.7 The Vendor hereby agrees with the Purchaser (for itself and as trustee for the Company and each of the Subsidiaries) to waive any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by the Company or its Subsidiaries or its or their officers, employees or advisers in connection with the giving of the Warranties and the preparation of the Disclosure Letter.
8.8 If any sum payable by the Vendor under this Agreement shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person entitled thereto) such payment shall be increased by such an amount as shall ensure that after deduction, withholding or payment of such Tax the recipient shall have received a net amount equal to the payment otherwise required hereby to be made.
8.9 Any liability of the Vendor in respect of a breach of the Warranties or a breach of any obligation under this Agreement or the Deed of Indemnity shall survive Completion.
8.10 The Vendor will not be liable under any of the Warranties unless notice of a claim under the Warranties specifying in reasonable detail and to the extent possible the event or default to which the claim relates and the nature of the breach and amount claimed has been received by the Vendor not later than the expiry of the period of three years following Completion.
8.11 Any claim in respect of which notice has been given in accordance with Clause 8.10 will be deemed to have been irrevocably withdrawn and lapsed if (not having been previously satisfied, settled or withdrawn) proceedings in respect of such claim have not been issued and served on the Vendor not later than the expiry of the period of six months after the date of such notice.
8.12 The Vendor will only be liable in respect of any one claim under the Warranties (except the Warranty set out in this agreement, paragraph 17 of Schedule 2 to which the Seller has made no representation thresholds in Clauses 8.12.1 and given no warranties 8.12.2 shall not apply) if:
8.12.1 the amount finally adjudicated or agreed as being payable in respect of one claim is in excess of HK$1,000,000 (provided however that claims arising out of the same subject matter will for the purposes of this agreement Clause be construed as one claim); and
8.12.2 the aggregate amount finally adjudicated or agreed as being payable in respect of anything relating thereto all such claim or claims is in excess of HK$5,000,000 in which event, the Vendor will be liable for the whole amount and this sale is accordingly voetstootsnot merely for the excess.
9.4 8.13 The Seller warrants total liability of the Vendor for claims made under the Warranties will not exceed HK$271.4 million.
8.14 The Vendor will not be liable under the Warranties to the extent that any depletion, diminution or reduction in the value or amount of any of the assets of the Company or any member of the Group occurs as a result of or is otherwise attributable to any legislation not in force at the date of this Agreement or any change of law or administrative practice which takes effect retroactively or occurs as a result of any increase in the rates of Tax in force at the date of this Agreement.
8.15 The Vendor will not be liable for a breach of any of the Warranties to the extent that the loss suffered by the Purchaser or any member of the Group also gives rise to an equivalent claim under the Deed of Indemnity and acknowledges the Vendor has satisfied such equivalent claim. The Vendor will not be liable for a claim under the Deed of Indemnity to the extent that he/it is not an equivalent claim has been made under the Warranties and the Vendor has satisfied such equivalent claim.
8.16 Upon its becoming aware of any special levies that have been raised, matter which is a breach of or will be raised, after signature of this Agreement but prior to registration inconsistent with any of the PropertyWarranties or may give rise to a claim under any of the Warranties:
8.16.1 the Purchaser shall as soon as reasonably practicable give notice to the Vendor of the matter; and
8.16.2 in relation to a claim by a third party (the “Third Party Claim”) against any member of the Group and/or the Purchaser which may give rise to a claim under any of the Warranties, the Vendor shall at its own costs take such action, give assistance and institute such proceedings as may be reasonably requested by the Purchaser to (a) avoid, dispute, resist, mitigate, settle, compromise, defend, remedy or appeal the Third Party Claim and (b) enforce against any person the rights of the Purchaser or the Company in relation to the Third Party Claim.
8.17 Where the Purchaser or any member of the Group is at any time entitled to recover from some person other than the Vendor any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser shall promptly take all reasonable steps available to it to enforce such recovery. In the event that a special levy is raisedthe Purchaser or the Group shall recover any amount from such other person, by way the amount of a special resolution passed the Purchaser’s claim against the Vendor shall be reduced by the trustees amount recovered.
8.18 If the Purchaser receives from the Vendor an amount in respect of any claim under the Warranties and the Purchaser or the Group subsequently becomes entitled to recover from some other person (whether under any provision of applicable law, insurance policy or otherwise howsoever) any sum which is directly referable to such claim, then:
8.18.1 the Purchaser shall as soon as practicable take all reasonable steps available to it to enforce such recovery; and
8.18.2 the Purchaser shall as soon as practicable pay to the Vendor any sum it receives from such other person to the extent that the aggregate of the body corporate, after date sum received from the Vendor and the sum received from such other person exceeds the aggregate of signature of this Agreement but prior to registration (i) the amount of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable loss suffered by the Purchaser or the Group with respect to such claim; and (ii) any cost and expenses incurred by the Purchaser or the Group in obtaining recovery from date such other person.
8.19 The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any losses which, in the absence of Transfer and where applicable a pro-rata share in relation mitigation, might give rise to a given month. Any Special Levy so authorised liability in respect of any claim for breach of any Warranty by the Body Corporate has been disclosed by the Seller Vendor under this Agreement.
8.20 Any limitation to the Purchaser
(b) If the Trustees, after registration Vendor’s liabilities in this Clause 8 shall not apply to any breach of transfer imposes a special levy to meet expenses which have been underestimated for Warranties or any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour liabilities of the Body Corporate/Developer and Vendor which is arisen from or is attributable to any fraud, wilful concealment or dishonesty on the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days part of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserVendor.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Nam Tai Electronics Inc)
Warranties. 9.1 In 14.1 The Seller warrants to the Buyer in the terms of the provisions Warranties, save as fairly disclosed in or deemed disclosed by the Disclosure Letter. For these purposes, fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable person to make a reasonably informed assessment of the Consumer Protection Act, 19 matter concerned including its significance to the Property.
14.2 Each of 2008, it is recorded the Warranties shall be construed independently such that the Purchaser has Buyer shall have a separate claim and right of action for every breach of each Warranty.
14.3 The Seller waives all rights which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any of the right employees of the Business in enabling the Seller to receive goods (give the Warranties or to prepare the Disclosure Letter save to the extent of any fraud or any dishonest, reckless or wilful misconduct by such an employee towards the Seller in this instance regard.
14.4 If any Warranty is qualified by the Property) that:-
9.1.1 are reasonably suitable for expression “to the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 best of the Consumer Protection Act; knowledge, information and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use belief of the goods for residential purposes, Seller” or “so far as the Seller is aware” or any similar expression that expression is deemed to include a warranty by the Seller that the provisions statement has been made after due enquiry of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to persons named below but the state of the Property shall Seller will not be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware enquiry of any special levies that have been raised, or other persons and will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall not be liable for the payment thereof. The Seller warrants that he is not aware breach of Warranty should a fact or circumstance which would otherwise constitute a breach of Warranty be known to any such pending resolutionother person other than those listed below: Cxxxxxxxxxx Xxxxxxx, Mxxx Xxxxxxxx, Sxxxxx Xxxx, Mxxxxxx Xxxxxxxx, Gxxxxx Xxxxxxx, Cxxxx Xxxxxx, Pxxx Xxxxx, Pxxxxx Xxxxxxxx, Rxxxx Xxxxxx, Lxxxx Xxxxxx.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms
6.1 The Seller undertakes and warrants to the Purchaser (for itself and for the benefit of its successors) that each of the provisions statements in the Seller's Warranties is now and will at Completion and at all times before Completion be true and accurate and not misleading in all material respects.
6.2 The Purchaser undertakes and warrants to the Seller (for itself and for the benefit of its successors) that each of the Consumer Protection Act, 19 of 2008, it statements in the Purchaser's Warranties is recorded now and will at Completion and at all times before Completion be true and accurate and not misleading in all material respects.
6.3 The Seller acknowledges that the Purchaser has entered into this Agreement on the basis of and in reliance upon (among other things) the Seller’s Warranties and has been induced by them to enter into this Agreement.
6.4 The Purchaser acknowledges that the Seller has entered into this Agreement on the basis of and in reliance upon (among other things) the Purchaser's Warranties and has been induced by them to enter into this Agreement.
6.5 Each of the Warranties shall be separate and independent. Save as expressly otherwise stated to the contrary, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty.
6.6 In the event that any of the Seller's Warranties is breached or (as the case may be) proves to be untrue or misleading in any material respect, the Purchaser shall have the right to receive goods (in this instance claim damages or otherwise take any actions against the Property) that:-
9.1.1 are reasonably suitable Seller for the purposes for any and all Losses which the goods are generally intended;Purchaser has incurred or sustained as a result thereof. For the avoidance of doubt, any claim made by the Purchaser under this Clause 6.6 shall not prejudice the Purchaser’s other rights under this Agreement.
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with 6.7 In the requirements and standards contemplated in Section 55 event that any of the Consumer Protection Act; and Purchaser's Warranties is breached or (as the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard case may be) proves to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with be untrue or misleading in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreementany material respect, the Seller shall have the right to claim damages or otherwise take any actions against the Purchaser for any and all Losses which the Seller has incurred or sustained as a result thereof. For the avoidance of doubt, any claim made by the Seller under this Clause 6.7 shall not prejudice the Seller’s other rights under this Agreement.
6.8 The Seller shall promptly notify the Purchaser in writing immediately upon becoming aware of the same, of any matter, event or circumstance (including any omission to act) which may arise or become known to the Seller after the date of this Agreement and before Completion which constitutes a breach of, or is inconsistent with any of the Seller’s Warranties. For the avoidance of doubt, such disclosure shall not prejudice any rights of the Purchaser nor exempt the Seller’s liability.
6.9 The Purchaser shall promptly notify the Seller in writing immediately upon becoming aware of the same, of any matter, event or circumstance (including any omission to act) which may arise or become known to the Purchaser after the date of this Agreement and before Completion which constitutes a breach of, or is inconsistent with any of the Purchaser's Warranties. For the avoidance of doubt, such disclosure shall not prejudice any rights of the Seller nor exempt the Purchaser’s liability.
6.10 Any qualification to any Warranties by reference to the knowledge of a Party shall mean the best of the knowledge (actual, implied and constructive), information or belief of that Party and that it has made no representation and given no warranties in respect of all reasonable enquiries into the subject matter of this agreement that Warranty, and that it does not have the knowledge, information or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed belief that the special levy will subject matter of that Warranty may not be paid: * jointly by the Seller and Purchasercorrect, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchasercomplete or accurate.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Buy Back Agreement
Warranties. 9.1 In 12.1. Other than specifically set out in this Agreement, the Seller makes no representations and gives no warranties in respect of the Unit or in respect of anything relating thereto and this sale is accordingly "voetstoots". The Purchaser acknowledges that the Seller and it’s agent have not made any representations or warranties not expressly contained herein and confirms that he/ she has not been influenced by any representations made by or on behalf of the Seller to enter into this Deed of Sale, save for the terms and conditions set out herein. The Purchaser confirms that he/she has fully inspected the unit and is satisfied therewith in all respects. The Seller shall not be liable for any defects, whether latent or patent nor for any damage suffered by the Purchaser by reason of such defects.
12.2. The Unit is purchased subject to all conditions and servitudes, whether imposed by the local authority in terms of the sale of the Property to the Seller's predecessor in title, contained in the title deeds, the Annexures relating to the Scheme, the Sectional Plans and the Rules of the Development Scheme, and the Purchaser, acknowledges having made itself fully acquainted with the said Rules and all other relevant documents and binds itself to the provisions thereof.
12.3. The Purchaser acknowledges that in terms of the Consumer Protection Act, 19 of 2008, 2008 (“CPA”) he/she/it is recorded that the Purchaser has the right to receive goods (goods, in this instance case, the Property) that:-
9.1.1 , that are reasonably reasonable suitable for the purposes for which the goods are generally intended;
9.1.2 , are of good quality, in good working order and free of defects;
9.1.3 comply . The property further complies in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and CPA. As a result the Purchaser accordingly acknowledges and records that she Seller has satisfied herself, having inspected developed the goods and having regard property in such a way in order to comply with the intended use of the goods for residential purposes, that CPA.
12.4. Without prejudice to the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferclause 12.1, the Seller shall refund not be liable under any circumstances or at any time prior to, during or after construction of the Unit for any indirect or consequential damages of any nature which the Purchaser may suffer at any time and for whatsoever reason, nor shall it have any liability whatsoever for any defects caused by or related to the Purchaser such amount when it becomes payable by soil or the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour geological condition of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986property.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement of Sale
Warranties. 9.1 In terms of 4.1 Subject to clause 4.8, the provisions of the Consumer Protection Act, 19 of 2008, it is recorded Warrantors jointly and severally warrant to 4R that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order each and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically every warranty set out in this agreementSchedule 4 is, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to at the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and will be, at the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserCompletion Date, true, accurate and not misleading.
10.2 If 4.2 Each Warranty is a separate and independent warranty, and, save as otherwise expressly provided, no Warranty shall be limited by reference to any other Warranty or by the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in other terms of this agreement.
4.3 4R’s rights and remedies in respect of any breach of any of the Warranties shall not be affected by:
4.3.1 Completion; or
4.3.2 any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release.
4.4 4R may claim in respect of any breach of the Warranties, either against the Company or BCS and/or partly against the Company and partly against BCS. In the case of a claim against the Company or BCS, no counterclaim or right of contribution or indemnity shall lie against the other.
4.5 The Warranties shall be deemed to be repeated at Completion. The Company and BCS severally undertake to use all reasonable endeavours to procure that neither of them shall do or procure any act before Completion which would or might result in a breach of any of the Warranties.
4.6 Each of the Warrantors undertakes to disclose to 4R in writing any matter occurring prior to Completion which comes to its knowledge and which constitutes a breach of, or is inconsistent with, any of the Warranties.
4.7 If 4R becomes aware at, or before, Completion of any breach of any Warranty then, without prejudice to any other right which 4R may have, 4R shall have the right to:
4.7.1 rescind this agreement without liability to any of the other parties; or
4.7.2 proceed to Completion.
4.8 The provisions of clauses 4.8.1 and 4.8.2 below shall limit the liability of the Warrantors in relation to any claim under the Warranties:
4.8.1 the liability of the Warrantors for all claims under the Warranties when taken together shall not exceed £1,000,000; and
4.8.2 the Warrantors shall not be liable for a claim under the Warranties unless 4R has given the Warrantors notice of the claim, specifying (in reasonable detail) the nature of the claim and the agreement will be regarded amount claimed, within the period of one year beginning with the Completion Date.
4.9 Nothing in clause 4.8 applies to a claim under the Warranties that arises or is delayed as entered into in the personal capacity a result of dishonesty, fraud, wilful misconduct or wilful concealment by either of the person who signed this agreement as Purchaser Warrantors or on behalf any employee or officer (or former employee or officer), agent or adviser of either of the PurchaserWarrantors.
4.10 Solely for the purposes of the Warranties, OpCo shall be deemed to be neither one of the Subsidiaries nor a Group Company such that the Warrantors shall not be giving any warranties in relation to OpCo.
Appears in 1 contract
Samples: Subscription and Shareholders Agreement (Four Rivers Bioenergy Inc.)
Warranties. 9.1 In terms 6.1 Vendor warrants to and in favour of Purchaser as follows:
a) the execution, delivery and performance of this agreement and of the provisions terms, conditions, covenants, warranties and agreements herein contained on the part of Vendor have been duly authorised and approved so as to constitute valid and binding obligations;
b) the Consumer Protection Actsale hereby agreed does not give rise to the contravention of or failure to comply with any statute, 19 statutory instrument, regulation, by-law or rule of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable law for the purposes for time being in force to which the goods are generally intendedVendor or Company is subject;
9.1.2 are c) Vendor has furnished to Purchaser all material information, of good qualitywhich Vendor is aware, in good working order regarding the business and free financial condition of defectsCompany;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard d) all written information material to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement given by Vendor or any director, officer, auditor, servant or agent of Vendor or Company or any of Vendor's other subsidiaries to Purchaser in the course of the negotiations leading to this agreement and the statements contained in the recitals and schedules hereto, in particular without limitation, other than the limitation of liability as specified in Article 6.6, the warranties contained in the Second Schedule hereto, are true and accurate in all material respects;
e) the warranty set out in Article 11.
6.2 The foregoing warranties set out in Articles 6.1 a)-e) (the "Warranties") shall be deemed to be repeated by Vendor to and in favour of Purchaser on Completion with reference to the facts and circumstances then subsisting PROVIDED THAT if there should between the date of this agreement and the date of Completion occur a breach of any of the warranties Vendor shall disclose such breach to Purchaser and if Purchaser then proceeds to complete the purchase of the Sale Shares it shall be deemed to have waived all its rights to rescind this agreement in relation to that breach or to claim damages in respect of anything relating thereto and this sale is accordingly voetstootsit.
9.4 The Seller warrants and 6.3 Vendor acknowledges that he/Purchaser is entering into this agreement in reliance upon the Warranties and disclosure of information of Vendor herein contained.
6.4 Each of the Warranties contained in Article 6.1 and in the Second Schedule hereto is a separate warranty and independent of each of the other warranties.
6.5 The Purchaser acknowledges and agrees that:
(a) the Warranties are the only representations, warranties or other assurances of any kind given by or on behalf of the Vendor and on which the Purchaser may rely in entering into this agreement;
(b) no other statement, promise or forecast made by or on behalf of the Vendor may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this agreement:
(c) any claim by the Purchaser or any person deriving title from it in connection with the Warranties (a "Warranty Claim") shall be subject to the following provisions of this Article; and
(d) at the time of entering into this agreement it is not aware of any special levies that have been raised, matter or will be raised, after signature thing which is inconsistent with the Warranties or constitutes a breach of this Agreement but prior to registration any of them.
6.6 The liability of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees Vendor under or in respect of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will Warranties shall be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)limited as follows:
(a) All amounts payable to the Body Corporate in terms of Section 37(1) there shall be disregarded for all purposes any breach of the Sectional Titles Act Warranties in respect of 1986 which the amount of the damages to which the Purchaser would otherwise be entitled is less than US$ 10,000 (Levies) and for this purpose a series of individual claims arising from a common matter, act, omission or circumstance shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchasertreated as one claim);
(b) If the Trustees, after registration Purchaser shall not be entitled to recover any damages in respect of transfer imposes a special levy any breach or breaches of the Warranties unless and until the aggregate liability of the Vendor in respect of all Warranty Claims exceeds in aggregate the sum of US$ 50,000;
(c) the maximum aggregate liability of the Vendor in respect of all and any Warranty Claims shall not exceed USD 9.3 million;
(d) notwithstanding any other provision of this agreement Vendor shall under no circumstances be liable to meet expenses which have been underestimated Purchaser for any period up special, consequential or indirect damages or loss of profit or turnover.
6.7 The Purchaser shall not be entitled to make any Warranty Claim:
(a) to the extent that sufficient provision or allowance for the matter or liability which would otherwise give rise to the claim in question has been made in Company's last audited accounts;
(b) if the claim would not have arisen but for a change in legislation made after the date of registration this agreement (whether relating to taxation, rates of transfer, taxation or otherwise) or the Seller shall refund withdrawal of any extra-statutory concession previously made by any taxing authority (whether or not the change purports to be effective retrospectively in whole or part).
6.8 If the Purchaser such amount when it or the Company becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing aware of a special levy matter which could give rise to cater for any future improvements to the scheme a Warranty Claim the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour give notice of the Body Corporate/Developer relevant facts to the Vendor as soon as reasonably practicable and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed any event within 30 (Thirty) days of the conclusion Purchaser becoming aware of those facts and if the Warranty Claim in question is as a result of or in connection with a liability or alleged liability to an employee or to a third party:
(a) the Purchaser shall procure the Company to take such action to avoid, dispute, resist, appeal, compromise or contest the liability as may be reasonably requested by the Vendor; and
(b) subject to being indemnified to its reasonable satisfaction against all costs and disbursements of and in relation to any legal proceedings which may be instituted at the request of the Vendor in respect of such claim or matter, shall not (and shall procure that the Company shall not) pay, accept or compromise any such claim without giving the Vendor a reasonable opportunity to resist them.
6.9 The Vendor shall cease to have any liability under or in respect of the Warranties:
(a) six years from the date of Completion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days in respect of the conclusion thereof, the trustee shall be personally liable for all the obligations Warranties relating to taxation; and
(b) two years from that date in respect of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaserany other Warranties.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms 7.1 The Sellers jointly and severally warrant to the Buyer that subject to those matters Disclosed each of the provisions Warranties is at Completion true and accurate.
7.2 The Sellers acknowledge that the Buyer has entered into this Agreement in reliance upon the Warranties. Save as expressly otherwise provided, each of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right Warranties shall be construed as a separate and independent Warranty and shall not be limited by reference to receive goods (any other Warranty or by anything in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 Agreement or any of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsother Transaction Documents.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter 7.3 Notwithstanding any other provision of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Agreement:
(a) All amounts payable to the Body Corporate Warranties contained in terms Paragraph 1 of Section 37(1) Schedule 2 shall not be or be capable of the Sectional Titles Act of 1986 (Levies) shall be payable being qualified or discharged by the Purchaser from date of Transfer and where applicable a pro-rata share Disclosure Letter or in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserany other way; and
(b) If the Trustees, after registration Warranties will each remain in full force and effect beyond and notwithstanding Completion and are each made without prejudice to any of transfer imposes the others.
7.4 The Warranties shall not be or be capable of being qualified or discharged by the Disclosure Letter to the extent that any Claim arises as a special levy to meet expenses which consequence of fraud or wilful or negligent misconduct by the Sellers.
7.5 Where any information or documents have been underestimated for supplied by or on behalf of the Company (or any period up officer, employee, agent or professional advisor of the Company) to the date Sellers or their advisers the provision of registration of transfersuch information or documents shall not constitute a warranty, the Seller shall refund representation or guarantee as to the Purchaser accuracy of the information or documents from the Company (or any officer, employee, agent or professional advisor of the Company) to the Sellers or their advisers to the Sellers and the Sellers hereby undertake to waive any and all claims which they might otherwise have against the Company in respect of such claims.
7.6 The amount when it becomes of any successful Claim against the Sellers under the Warranties and any amount payable by the Purchaser. If after acceptance hereof but before transfer is effected, Sellers under the Trustees passes any resolution imposing a special levy to cater for any future improvements Tax Covenant shall to the scheme extent permissible by law be deemed to constitute a reduction in the Purchaser Consideration.
7.7 The Sellers shall not be liable in respect of any Claim (other than a claim under Clause 2.4 of the Tax Covenant) unless:
(a) the amount of that Claim exceeds USD$5,000;
(b) the amount of that Claim together with the aggregate amount of all other Claims not otherwise excluded pursuant to clause 7.7(a) exceeds USD$75,000, in which case the Sellers shall be liable for the payment thereof. The Seller warrants that he is whole amount and not aware of any such pending resolutionmerely the excess.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Driftwood Ventures, Inc.)
Warranties. 9.1 In 6.1 Subject to matters disclosed in the Disclosure Letter, the Shareholders warrant to Authoriszor in the terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in Schedule 4 at the date of this agreementAgreement and acknowledge that Authoriszor has entered into this Agreement in reliance on the Warranties contained in Schedule 4. The provisions of Schedule 9 shall apply to the Warranties.
6.2 Subject to matters disclosed in the Disclosure Letter or any Additional Disclosure Letter (which shall, if deemed appropriate by the Seller has made no representation Shareholders, inter alia, set out those Warranties which cannot be given at Completion by the Shareholders due to there being a material breach of such Warranties) the Warranties in the terms of Schedule 4 shall be repeated by the Shareholders to Authoriszor at Completion save that reference in Schedule 4 to the Disclosure Letter shall be a reference to both the Disclosure Letter and given no warranties in respect any such Additional Disclosure Letter. Without prejudice to the generality of the subject matter foregoing the Shareholders may in the Additional Disclosure Letter update or amend matters contained in the Disclosure Letter. The provisions of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsSchedule 9 shall apply to the Warranties to be given at Completion.
9.4 6.3 The Seller warrants and acknowledges Shareholders shall procure that he/it is not aware of any special levies that have been raised, matters arising or will be raised, notified to them or the Company after signature the date of this Agreement but prior to registration Completion which may reasonably constitute a breach of the Property. In the event that a special levy is raisedWarranties are notified to Authoriszor, by way of a special resolution passed by issue of an Additional Disclosure Letter. If on Completion the trustees of Shareholders are unable to give the body corporate, after Warranties in the same terms as the Warranties given on the date of signature this Agreement, subject to the same disclosures made in the Disclosure Letter, only, Authoriszor shall be entitled to terminate this Agreement forthwith by notice in writing to the Shareholders PROVIDED THAT Authoriszor shall not be entitled to claim damages or other compensation from the Shareholders (whether in contract tort or otherwise) in relation to the rescission of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share for any reason or in relation to any matter against which disclosure has been made in the Additional Disclosure Letter or where the Shareholders indicate that a Warranty can no longer be given month. Any Special Levy so authorised in the Additional Disclosure Letter.
6.4 The Shareholders hereby undertake to Authoriszor that they will not and will procure that the Company will not intentionally take any action or knowingly ornit to do any act which is reasonably likely to result in a breach of the Warranties at Completion insofar as such matters are within the knowledge and control of the Shareholders.
6.5 Where any Warranty is qualified by the Body Corporate has been disclosed words "so far as the Shareholders are actually aware" then this shall be a reference to the actual knowledge of the Shareholders at the time of giving the Warranty without imputing the knowledge of any other person to the Shareholders and the Shareholders shall not be deemed to have made any enquiries whatsoever or taken any steps to ensure accuracy (without prejudice to any enquiries actually made or steps actually taken).
6.6 Where any Warranty is qualified by the Seller words "so far as the Shareholders are aware", then this shall be a reference to the Purchaser
(b) If knowledge the TrusteesShareholders, after registration having been deemed to have made due and careful enquiry into the subject matter of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour Warranty of the Body Corporate/Developer officers, legal advisors and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days auditors of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.Company
Appears in 1 contract
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 18.1 Subject to the intended use conditions of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically warranty set out in this agreement, the Seller has made no representation clause 18.2 HSL warrants that if any defect in any workmanship of HSL becomes apparent and given no warranties in respect is reported to HSL within twelve (12) months of the subject matter date of this agreement delivery, then HSL will either (at HSL’s sole discretion) replace or in respect of anything relating thereto and this sale is accordingly voetstootsremedy the workmanship.
9.4 18.2 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior conditions applicable to registration of the Property. In the event that a special levy is raised, warranty given by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)clause 18.1 are:
(a) All amounts payable the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Client or their agents to properly maintain the Goods or leave the Goods exposed to the Body Corporate in terms of Section 37(1elements for any time; or
(ii) failure on the part of the Sectional Titles Act Client to follow any instructions or guidelines provided by HSL or the Manufacturer; or
(iii) any use of 1986 the Goods otherwise than for any application specified on a quote or order form; or
(Leviesiv) shall be payable by the Purchaser from date Goods being altered, varied, modified, adjusted, repaired or maintained in any way without HSL’s written consent; or
(v) the continued use of Transfer and where applicable a pro-rata share in relation the Goods after any defect becomes apparent or would have become apparent to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserreasonably prudent operator or user; or
(vi) fair wear and tear, any accident or act of God (see clause 28.9).
(b) If the Trusteeswarranty shall cease, after registration and HSL shall thereafter in no circumstances be liable under the terms of transfer imposes a special levy the warranty if the workmanship is repaired, altered or overhauled without HSL’s consent; or
(c) in respect of all claims HSL shall not be liable to meet expenses which have been underestimated compensate the Client for any period up delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
18.3 For Goods not manufactured by HSL, the warranty shall be the current warranty provided by the manufacturer of the Goods. HSL shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
18.4 HSL shall ensure that all Materials are to be installed in a manner that is fully compliant with industry standards. If, the Client issues written instruction insisting on installation that goes against HSL’s recommendations or falls below industry standards, in this scenario, HSL shall offer no warranty. 18.5 Whereby, where HSL is required to reinstall or reapply the Materials under the Manufacturer’s warranty, HSL is entitled to charge a cost of labour to undertake this work to the date of registration of transferClient or HSL’s supplier, whichever is applicable to bear the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutioncost.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Goods Supply Agreement
Warranties. 9.1 In terms of 6.1 Subject always to the provisions of Schedule 6, in consideration of the Consumer Protection Act, 19 of 2008, it is recorded Purchaser entering into this Agreement:
(a) the Vendors warrant to the Purchaser (subject to clause 6.2) that the Purchaser has Statement set out in Schedule 5 are true and accurate; and
(b) where any statement in Schedule 5 is qualified as being made "so far as the right Vendors are aware" or "to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 best of the Consumer Protection Act; knowledge, information and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use belief of the goods for residential purposesVendors" or any similar expression, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property such statement shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has been made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of Vendors after reasonable enquiry in relation to the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly matters in question by the Seller Vendors of Xxxxx Xxxxx Xxxxxxxxxx (Commercial Director), Xxxx Xxxxxx (Sales & Marketing Director), Xxxxx Xxxxxxxxx (Human Resources), Xxxxx Xxxx (Network), Xxxxx Xxxxxxx (Finance Manager), Xxxxx Xxxxxx (IT Director) and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserXxxxx Xxxxxxxxx (Managing Director).
9.5 Levies and Special Levy (if any)
(a) All amounts payable the Warranties are qualified (unless there is a specific acknowledgment in the Disclosure Letter from the Vendors that they are not so qualified) to the Body Corporate extent, but only to the extent, of those matters fairly disclosed in terms of Section 37(1) the Disclosure Letter and for this purpose "FAIRLY DISCLOSED" means disclosed in such manner and in such detail as to enable a reasonable purchaser to make an informed and reasonably accurate assessment of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchasermatter concerned.
(b) If each of the Trusteesparagraphs in Schedule 5:
(i) shall be construed as a separate and independent representation and/or warranty; and
(ii) save as expressly otherwise provided in this Agreement, after registration shall not be limited by reference to any other paragraph in Schedule 5 or by any other provision of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transferthis Agreement, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme and the Purchaser shall have a separate claim and right of action in respect of every Relevant Breach of each such representation or warranty.
6.3 All claims by the Purchaser for damages or compensation in respect of any Relevant Breach shall be liable subject to the provisions for the payment thereof. The Seller warrants protection of the Vendors in Schedule 6 unless specifically provided otherwise or if there shall have been fraud on the part of the Vendors or if the Vendors shall have deliberately concealed from the Purchaser facts known to them which a purchaser of the Company would reasonably expect to be told for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of that he is not aware entity and of any such pending resolutionthe rights attaching to the Shares.
9.6 6.4 The Seller hereby discloses Warranties shall not in any respect be extinguished or affected by Completion.
6.5 The Vendors accept that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed entering into this Agreement in reliance upon each of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986the Warranties.
10.1 If 6.6 The Purchaser warrants to the Vendors that:
(a) the Purchaser acts as trustee for a companyhas obtained all corporate authorisations and all other applicable governmental, close corporation statutory, regulatory or other legal person consent, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement and each document to be formed, executed by it at or before Completion;
(b) the Purchaser's obligations under this Agreement and such entity is not formed within 30 (Thirty) days of the conclusion of this agreementeach document to be executed at or before Completion are, or when the entity does not ratify this agreement within 30 relevant document is executed, will be enforceable in accordance with their terms;
(Thirtyc) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser is a limited company incorporated under English law and has been in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchasercontinuous existence since its incorporation.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Viatel Inc)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 6.1. Subject to the intended use following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable to the Seller at the time when risk passes to the Buyer. The Seller does not undertake any warranty in respect of defects caused by improper handling, wear and tear, storage, any alteration of the goods for residential purposes, that by the provisions Buyer or any use by the Buyer in a manner which adversely affects the performance of the Consumer Protection Act has been complied with in all respectsgoods or other acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability.
9.2 The Purchaser having satisfied herself as to the state of the Property 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
6.3. A delivery shall be deemed to have accepted been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the dwelling goods delivered by the Seller to the Buyer do not exceed the agreed or customary tolerances. The quantity in good order respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and conditionpackaging. In the case of reels and uncounted sheets the weight shall apply gross for net; in the case of reels the wrappings, cores and bungs and in the case of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects.
9.3 Save 6.4. The Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as specifically set out in this agreementto any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has made no representation and given no warranties approved thereof in respect writing. For claims in connection with defects, the following provisions shall apply:
a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are to be notified by the Buyer to the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the subject matter delivered goods and/or after delivery;
b) in case of this agreement defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer to the Seller forthwith, however, in respect any case within seven days after delivery;
c) in case of anything relating thereto and this sale is accordingly voetstootsdefects in quality which cannot be determined by visual inspection or by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted.
9.4 The 6.5. In case of papers used as component for tobacco products, papers applied for packing of food, in particular packaging applications for organoleptically sensitive products, and papers applied for packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the goods before processing and forthwith notify the Seller warrants in case of defects or unsuitability.
6.6. When notifying a defect, the Buyer shall identify the goods clearly and acknowledges that he/include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall be excluded.
6.7. Until the facts of the case have been ascertained, the Buyer shall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is not aware of suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration case within the deadline provided in the forwarding contract.
6.8. If the quantity of the Propertygoods delivered by the Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency.
6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a special levy is raisedreduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by way law.
6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded.
6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registrationdelay in acceptance, if possible/on an equal basis/by the Seller/by the Purchaserany, shall be included in such seven- months period.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms 6.12. The fulfilment of Section 37(1) any warranty obligations of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund be subject to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes Buyer fulfilling any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware and all of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyits Contractual obligations, in compliance with section 25 (14) of Act 95 of 1986particular its payment obligations as agreed.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Sales Contracts
Warranties. 9.1 In terms 6.1 The Individual Vendors represent and warrant to the Purchaser for the benefit of the provisions of Purchaser, its successors and assigns in the Consumer Protection Act, 19 of 2008, it is recorded terms set out in SCHEDULE 4 and acknowledge that the Purchaser has is entering into this Agreement in reliance on the right Warranties and that the Purchaser shall be entitled to receive goods treat them as conditions of this Agreement. It is acknowledged by the Purchaser that the only representation, warranty and covenant that the Trustee Vendor shall provide are those set out in Clause 2.2 and paragraph 1.2 of Part A of SCHEDULE 4.
6.2 The Vendors agree with the Purchaser (in this instance the Property) that:-
9.1.1 are reasonably suitable for itself and as trustee for the purposes for Company and the Subsidiary) that in making and giving the Warranties and that in compiling and preparing the Disclosure Letter the Vendors have not relied directly or indirectly on any information or opinions supplied to them (or any of them) by the Company or the Subsidiary or any of the officers, employees, servants or agents of the Company or the Subsidiary and the Vendors waive all and any claims which they (or any of them) have or may have against all or any of the foregoing in respect of any information or opinions so supplied or omitted to be so supplied in connection with any of the Warranties or the Disclosure Letter.
6.3 Each of the Warranties shall be separate and independent and shall not be limited by reference to any other of the Warranties or any other provision of this Agreement and no claim in respect or arising out of the same shall be limited or otherwise affected by any knowledge (actual or constructive) which the goods are generally intended;Purchaser has or is deemed to have in relation to the Company or the Subsidiary save for matters set out in the Disclosure Letter or the Supplementary Disclosure Letter or the disclosure letter or the supplementary disclosure letter to the Jade Agreement.
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 6.4 Each of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property Warranties shall be deemed to have accepted be given on the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature date of this Agreement but prior and shall be deemed to registration be repeated and given by the Vendors on each day up to and including the Completion Date.
6.5 Save where any of the Property. In Warranties expressly or by clear implication relate only to the event that a special levy is raisedCompany, by way of a special resolution passed by the trustees each of the body corporateWarranties is given in relation not only to the Company, after date of signature of this Agreement but prior also in relation to registration the Subsidiary as if the Warranties had been repeated in full with the substitution of the Property, it is agreed that name of the special levy will be paid: * jointly by Subsidiary for the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserCompany.
9.5 Levies 6.6 The Purchaser represents and Special Levy (if any)
(a) All amounts payable warrants to the Body Corporate in terms of Section 37(1) Vendors that: 6.
6.1 the existing issued ordinary share capital of the Sectional Titles Act Purchaser is the subject of 1986 (Levies) shall be payable listing on the NASDAQ exchange; 6.
6.2 the Purchaser has sufficient authorised but unissued ordinary share capital to enable it to issue the Consideration Shares and no shareholder or other consents are required by the Purchaser from prior to issue of such shares; 6.
6.3 the Consideration Shares shall rank pari passu in all respects with the shares of the common stock of the Purchaser in issue at the date of Transfer hereof; and where applicable a pro-rata share in relation 6.
6.4 this Agreement and all other documents to a given month. Any Special Levy so authorised be entered into by the Body Corporate has been disclosed by the Seller Purchaser pursuant to the Purchaser
(b) If the Trusteesthis Agreement will when executed constitute legal, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer valid and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the binding obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaseraccordance with their respective terms.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Javelin Systems Inc)
Warranties. 9.1 In terms 5.1 If any goods are tendered to the company which would constitute a breach of any of the provisions warranties (whether with or without its consent) the Company, in addition to its rights under the common law and the CPA may deal with the goods (which may conclude the destruction thereof) as it deems fit, without liability to the Sender, without prejudice to its right to recover its charges and/or expenses, including those incurred in dealings as aforesaid, notwithstanding that it may have acted or failed to act negligently, the Sender warrants that:
5.1.1 they has duly supplied on the face of the Consumer Protection ActCompany’s Airway bill all particulars necessary to comply with applicable laws and rulings or requirements of the Company or any carrier including the nature of the goods;
5.1.2 all the particulars on the face of the Company’s Airway bill are true and correct in all respects for customs, 19 insurance and (without limitation to the foregoing categories) any other purposes;
5.1.3 unless specifically arranged with and duly authorized in writing by the Board of 2008Directors of the Company, it is recorded that whether or not expressly otherwise stated on the Purchaser has face of the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which Company’s House Airway bill, none of the goods are generally intended;
9.1.2 or may become dangerous, inflammable, radioactive, perishable, noxious or fall within any category of goods listed in the hazardous cargo manual issued from time to time by the International Air Transport Association (IATA) which guidelines are available on xxx.xxxx.xxx , nor are any such goods by their nature likely or liable to harbour vermin or pests or cause injury or damage to any person, goods or property whatsoever, nor will the goods (or any parts thereof) comprise livestock, Persian carpets, perishable and/or frozen food stuffs, household goods, or personal effects, explosives, arms and ammunition, precious metals and stones, bullion, specie, money and jewellery, antiques and works of good qualityart, in good working order motor vehicles, liquor, wine and free cigarettes, and the consumer hereby acknowledges that he/she/it has taken cognisance of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 liabilities accordingly as set out within the CPA sections 53(1)(c) and (d), 58(2), 61 and 65(2) and with specific reference to section 18 of the Consumer Protection Act; and CPA dealing with gross negligence on the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected side of the consumer;
5.1.4 the goods have been properly and sufficiently packed and/or prepared for carriages. The Company shall not be liable for any scratching, chipping, denting or marring of the goods, or for mechanical, electrical or electronic derangement unless it is caused by visible violent external means and also taking into regard the CPA section 51.
5.2 The Sender shall be obliged to give any instructions to the Company timeously and in writing in order to afford the Company reasonable opportunity of complying with any such instructions, but the Company shall be entitled, but not obliged to act on oral instructions alone. If there is a conflict between oral and written instructions, the Company shall determine the course to be adopted in its sole discretion, having regard to the intended use of Sender’s known requirements, if any. Notwithstanding that the Company may purport or attempt to act on any instructions, no liability shall attach to the Company for a failure (whether negligent or otherwise) to comply with or perform such instructions. The Company will be entitled to recover its charges and/or expenses including those incurred in acting in terms hereof. The company herewith confirms that any such unilateral decisions within its sole discretion would be taken bearing in mind the CPA section 48(2)(a) read with the CPR regulation 44(3)(i) and (4)(c)(iv), when and if applicable.
5.3 The Company reserves the right to inspect the goods consigned at any time and for residential purposes, that this purpose shall be entitled to unwrap or open the provisions of the Consumer Protection Act has been complied with in all respectsgoods.
9.2 5.4 The Purchaser having satisfied herself as to the state whole of the Property shall clause 5 must be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate interpreted in terms of Section 37(1and in adherence with the CPA sections 48(1) of (c) (iii), 51(1) (c) and 113 read with the Sectional Titles Act of 1986 CPR 44(3) (Leviesd) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance dealing with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser warranties in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaserliabilities.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Standard Terms and Conditions
Warranties. 9.1 In terms 6.1 Each of the Warrantors jointly and severally warrants to the Buyer that each of the Warranties (other than the Sellers’ Warranties) is true and accurate as at the date of this Agreement.
6.2 Each Seller severally warrants to the Buyer in respect of himself/herself/itself only that each of the Sellers’ Warranties is true and accurate as at the date of this Agreement.
6.3 The Warranties are subject only to:-
6.3.1 any matter which is Fairly Disclosed to the Buyer in the Disclosure Letter; and
6.3.2 the provisions of Clause 7.
6.4 Save as provided in Clause 6.3, no information of which the Consumer Protection ActBuyer or any of its directors, 19 officers, employees or professional advisers has knowledge (actual, constructive or imputed) shall prejudice any claim being made by the Buyer under any of 2008the Warranties nor shall it affect the amount recoverable under any such claim and neither the rights and remedies of the Buyer under this Agreement nor the Sellers’ liability in respect of the Warranties shall be affected by any investigation made by or on behalf of the Buyer into the Group or any Group Company.
6.5 Each of the Management Sellers undertakes at any time between the date of this Agreement and the Expiry Date to notify the Buyer promptly if they become aware of any event, it matter or circumstance which is, or is recorded likely to constitute, a breach of any of the Warranties or which may give rise to any claim under the Indemnities or the Tax Deed provided that this Clause shall not impose or imply any obligation whatsoever on any such person after Completion to make any enquiries into the affairs of any Group Company or any other person for the purpose of identifying potential breaches of Warranty or claims under the Indemnities or the Tax Deed.
6.6 Each of the Warranties shall be interpreted as a separate and independent Warranty so that the Purchaser has the right Buyer shall, subject always to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with Clause 7, have a separate claim and right of action in all respectsrespect of every breach of each Warranty.
9.2 The Purchaser having satisfied herself 6.7 No information supplied by, or on behalf of any Group Company to one or more of the Warrantors or their advisers in connection with the business and affairs of a Group Company constitutes a representation, warranty or undertaking as to its accuracy to the state Warrantors by any Group Company and each Warrantor waives each and every claim which he, she or it may have against that Group Company or its Employees in respect of such information.
6.8 In assessing the loss to the Buyer for breach of any Warranty there shall be taken into account:-
6.8.1 the aggregate amount of any Cash Consideration;
6.8.2 the aggregate nominal value of the Property Loan Notes;
6.8.3 an amount equal to the Prevailing Market Value of the Consideration Shares and for this purpose the Buyer shall be deemed to have accepted paid to the dwelling in good order and conditionSellers a cash sum equal to such amount as part of the Consideration for the Shares; and
6.8.4 less the aggregate amount, if any, paid by the Sellers to the Buyer pursuant to Clause 4.3.
9.3 Save as specifically set out in this agreement, 6.9 Any payment made by the Seller has made no representation and given no warranties Sellers in respect of a breach of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raisedWarranties, or will be raisedunder the Indemnities, after signature of this Agreement but prior to registration of the Property. In Tax Deed or the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) Investor Tax Deed shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person deemed to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into a reduction in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserConsideration.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Information Services Group Inc.)
Warranties. 9.1 In terms 8.1 The Vendor represents, warrants and undertakes to and with the Purchaser that each of the provisions statements set out in Schedule 5 is now and will at Completion (with all references in any such statement to “the date of this Agreement”, or “the date hereof”, or any other comparable references being changed to “the Completion Date”) be true and accurate.
8.2 The Warranties (other than Warranties in respect of title and ownership of the Consumer Protection ActSale Shares, 19 the equity interests of 2008the Subsidiaries held by the Company, it and approvals and authorizations of the Vendor necessary for the Vendor to enter into this Agreement and perform its obligations under this Agreement (the “Fundamental Warranties”), in respect of which no qualification is recorded that accepted) are given subject to matters fairly and specifically disclosed in the Disclosure Letter but no other information relating to the Company or the Subsidiaries of which the Purchaser has the right to receive goods knowledge (in this instance the Propertyactual or constructive) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, investigation by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserPurchaser shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is expressly referred to in the Disclosure Letter.
10.2 8.3 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties.
8.4 Subject to Completion, in the event that any of the Warranties is breached or (as the case may be) proves to be untrue or misleading and without prejudice to any other equitable relief a court of competent jurisdiction may see fit to award, the Vendor shall, on demand, pay to the Purchaser:
8.4.1 the amount necessary to put the Purchaser and the Company, and 55% of the amount necessary to put the relevant Subsidiary (or Subsidiaries), into the position which would have existed if the Warranties had not been breached or (as the case may be) had been true and not misleading; and
8.4.2 all costs and expenses incurred by the Purchaser and the Company, and 55% of all costs and expenses incurred by the relevant Subsidiary (or Subsidiaries), in connection with or as a result of such breach and any costs (including legal costs on a solicitor and own client basis), expenses or other liabilities which the Purchaser and the Company, and 55% of any such costs, expenses or other liabilities which any of the Subsidiaries may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of the Warranties has been breached or is untrue or misleading and in which judgement or an arbitral award is given for the Purchaser or (ii) the enforcement of any settlement of, or judgement or an arbitral award in respect of, such claim.
8.5 Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by inference from or non-specific reference to any other Warranty or any other term of this Agreement, nor by anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned, notwithstanding any contrary or conflicting provision in the Disclosure Letter.
8.6 The Vendor hereby agrees with the Purchaser (for itself and as trustee for the Company and each of the Subsidiaries) to waive any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by the Company or its Subsidiaries or their officers, employees or advisers in connection with the giving of the Warranties and the preparation of the Disclosure Letter.
8.7 The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither it nor any member of the Group shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given.
8.8 The Vendor hereby agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the date of this Agreement and before Completion which constitutes a breach of or is inconsistent with any of the Warranties.
8.9 The benefit of the Warranties may be assigned to other members of the Bausch & Lomb group in whole or in part and without restriction by the person for the time being entitled thereto.
8.10 If any sum payable by the Vendor under this Clause 8 shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person entitled thereto) such payment shall be increased by such an amount as shall ensure that after deduction, withholding or payment of such Tax the recipient shall have received a net amount equal to the payment otherwise required hereby to be made. If the Vendor pays any sum to the Purchaser under this Clause 8, the Consideration shall be deemed to be reduced by the amount of such payment.
8.11 Where any statement in the Warranties is qualified by the expression “to the best of the Vendor’s knowledge and belief” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after reasonable and careful enquiry and shall be deemed to include the knowledge of the senior management of the Vendor (including, without limitation, Xx. Xxx Ping, Xx. Xxxx Xxxxxxx, the directors, officers and senior managers of the Vendor, and the officers and senior managers and factory managers of the Subsidiaries).
8.12 The liabilities of the Vendor under the Warranties:
8.12.1 together with the liabilities of the Vendor under the Deed of Indemnity, shall, except for the Fundamental Warranties, be limited to a maximum aggregate amount equal to 50% of the Consideration;
8.12.2 shall in relation to those Warranties in respect of Tax (“Tax Warranties”) cease seven years after the Completion Date, except in respect of matters which have been the subject of a written claim made before such date by the Purchaser to the Vendor;
8.12.3 shall, except for the Fundamental Warranties, cease two years after the Completion Date, except in respect of matters which have been the subject of a written claim made before such date by the Purchaser to the Vendor;
8.12.4 shall be exempted in respect of any breach of Warranties which arises as a result of any PRC tax laws, including an increase in the rate of Tax, not in force as at the date of this Agreement and which is retrospective in effect; and
8.12.5 shall be exempted in respect of a claim for breach of Warranty to the extent that provision or reserve in respect of the matter or thing giving rise to such claim has been specifically provided for in the Accounts or the Management Accounts, or has been specifically disclosed in this Agreement or the Disclosure Letter; unless the relevant claim or claims has arisen by reason of fraud, wilful concealment, dishonesty on the part of the Vendor, in which event there shall be no limit under this Agreement on the amount recoverable by the Purchaser from the Vendor in respect of such claim or claims or the time period within which such claims may be brought.
8.13 The Vendor shall not be liable for a claim under the Warranties if a claim in respect of the same event or circumstance has already been made under the Deed of Indemnity.
8.14 The Parties agree that no liability shall attach to the Vendor in relation to any Warranty claim to the extent that such claim would not have arisen but for an omission or a voluntary act (other than an omission or act carried out pursuant to a legally binding obligation created on or before Completion) of the Purchaser or any member of the Group occurring after Completion which constitutes fraud or wilful misconduct.
8.15 The Parties agree that no liability shall attach to the Vendor in relation to any Warranty claim until the aggregate amount of all claims, each of which (including on an aggregated basis where the individual claim is associated with or forms part of a series of related claims arising from or with respect to the same facts or circumstances) is of an amount (for the sake of clarify, prior to reduction in respect of the Subsidiaries as may be required by Clause 8.4) of US$30,000 or higher, exceeds US$4,500,000 and in such event, the Vendor shall be liable only for the excess of the aggregate amount of all claims over the said US$4,500,000, subject, as the case may be, to limitation in respect of the Subsidiaries as may be required by Clause 8.4. For the sake of clarity, the limitations under this Clause 8.15 shall not apply to the obligations under the Deed of Indemnity or under Clause 6.2 hereof.
8.16 If the Purchaser acts shall become aware of any material breach of Warranty in respect of which a claim could be made under this Agreement, it shall give reasonable written notice thereof to the Vendor and provide the Vendor with the opportunity to cure such breach (only if such breach is curable) within ten Business Days of its receipt of such notice from the Purchaser. In addition, the Purchaser shall (provided that the Vendor shall indemnify and hold harmless the Purchaser and the Company and the Subsidiaries, as representative applicable, to the Purchaser’s reasonable satisfaction, against any and all liabilities, costs, damages and/or expenses which may be incurred thereby) take such action and procure that the Company take such action as may reasonably be necessary to mitigate the loss or damage incurred relating to the Warranty claim; provided that neither the Company nor the relevant Subsidiary nor the Purchaser shall in any event be required to take any steps which would require any admission of a third party and fails guilt or liability relating to disclose matters connected with the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours claim in question or which would affect the conduct of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations business of the Purchaser in terms of this agreement, and or the agreement will be regarded as entered into in the personal capacity Company or any of the person who signed this agreement as Subsidiaries. For the avoidance of doubt, under no circumstances shall the failure by the Purchaser to provide prior reasonable written notice to the Vendor or on behalf the opportunity of the Vendor to cure such breach reduce or limit the liability of the Vendor in respect of such breach, unless and to the extent the Vendor is actually and materially prejudiced by such failure by the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Bausch & Lomb Inc)
Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard 11.1 The Seller warrants to the intended use Buyer that, save as Disclosed, as at the date of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself this Agreement and again as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties at Completion in respect of the subject Repeated Warranties only, each of the Warranties is true, accurate and not misleading.
11.2 A matter shall be regarded as “Disclosed” for the purposes of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Agreement
(a) All amounts payable If any member of the Buyer Deal Team had actual knowledge of the relevant matter at the Signing Date;
(b) to the Body Corporate extent that accurate information about that matter is contained in terms the Disclosure Letter or is contained in the Disclosure Documents in such a way and in such sufficient detail to enable a prudent business person (having taken professional advice), to identify the nature and scope of Section 37(1) that matter and the Warranties which are to be regarded as qualified by it. The provisions of this clause 11.2 shall prevail over any provision to the contrary in the Disclosure Letter.
11.3 Each of the Sectional Titles Act Warranties is separate and is to be construed independently of, and without reference to qualifications contained in, the other Warranties.
11.4 No matter within the actual, imputed or constructive knowledge of 1986 (Levies) shall be payable by the Purchaser from Buyer or any of its agents or advisers on the date of Transfer this Agreement (other than a matter Disclosed) and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed no matter notified by the Seller to the Purchaser
(b) If the Trustees, Buyer after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration this Agreement or otherwise coming within the actual, imputed or constructive knowledge of transferthe Buyer after the date of this Agreement, shall be regarded as qualifying the Warranties or as being Disclosed. No warranty or representation is made by the Buyer, whether by executing this Agreement or otherwise, as to its (or its agents or advisors’) knowledge of any circumstances entitling it to make a Warranty Claim or a Tax Warranty Claim. 9515941 v1
11.5 The Seller unconditionally and irrevocably waives any rights it may have (in each case whether founded in negligence or otherwise) against the Company, or any director, employee, officer or agent of the Company, on whom the Seller shall refund has or may have relied in connection with preparing the Disclosure Letter or agreeing to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will Agreement or any document to be regarded as entered into pursuant to it. Nothing in this clause 11.5 shall apply to restrict the ability of the Seller to make any claim against any person for fraud, wilful concealment or wilful misconduct.
11.6 Schedule 7 (in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative case of a third party and fails Warranty Claim and, where specified, a Tax Claim) shall apply to disclose limit or exclude, in accordance with their respective terms, any liability which the name Seller might otherwise have in respect of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser any Warranty Claim or on behalf of the Purchaserany Tax Claim.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Freeline Therapeutics Holdings PLC)
Warranties. 9.1 In 6.1 The Warrantors represent, warrant and undertake to the Purchaser in the terms of the Warranties. The Warranties shall be repeated at Completion by reference to the facts and circumstances existing at that time.
6.2 The Warrantors acknowledge that the Warranties are given with the intention of inducing the Purchaser to enter into this Agreement and that the Purchaser is entering into this Agreement in reliance upon each of the Warranties.
6.3 The Warranties are given subject to matters fully and fairly disclosed in the Disclosure Letter and no other matter of which the Purchaser has knowledge (actual or constructive) shall exclude or limit any claim by the Purchaser under this Agreement or operate to reduce any amount recoverable. Nothing in the Disclosure Letter shall exclude or limit any liability or obligation of the Warrantors under the Tax Deed or any provision of this Agreement other than the Warranties.
6.4 Each of the Warranties is separate and independent and, save as expressly otherwise provided in this Agreement, shall not be limited by reference to any other Warranty or by anything in this Agreement or the Tax Deed.
6.5 The Warrantors shall forthwith notify the Purchaser in writing of anything which occurs or comes to their knowledge prior to Completion which constitutes or may constitute a breach of the Warranties or would or might do so on their being repeated at Completion.
6.6 If, at any time prior to Completion, the Purchaser becomes aware of anything (whether or not as a result of notice from the Warrantors under Clause 6.5) which constitutes or may constitute a breach of the Warranties or would or might do so on their being repeated at Completion or any breach of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that Clause 4 the Purchaser has may either:
(a) terminate this Agreement, but without prejudice to the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection ActPurchaser to claim damages for any such breach, and Clause 14 shall apply; or
(b) complete this Agreement in accordance (or as nearly as possible in accordance) with its terms but without prejudice to the right of the Purchaser to claim damages for any such breach or any other right or remedy available to the Purchaser provided that if a matter arises after the date of this Agreement but before Completion which does not constitute a breach of the Warranties at the date of this Agreement but which would do so on their being repeated at Completion, the occurrence of which is beyond the control of the Vendors, which could not reasonably have been foreseen at the date of this Agreement and which is fully and fairly disclosed to the Purchaser by a notification from the Vendors given in accordance with Clause 6.5, the Purchaser's sole remedy in respect of such breach shall be to terminate this Agreement in accordance with Clause 6.6(a) and the Purchaser accordingly acknowledges shall have no right to claim damages in respect of such breach whether or not this Agreement is terminated.
6.7 The Warrantors shall not make any claim or demand or exercise any right or remedy against any Group Company or any officer or employee of any Group Company in connection with this Transaction (including without limitation the giving of the Warranties or the provision of information contained or reflected in the Disclosure Letter) and records that she has satisfied herself, having inspected hereby waive any such claim as may exist.
6.8 Any obligation which the goods Purchaser may have to mitigate any loss arising out of any breach of the Warranties or any other provision of this Agreement shall not extend to allowing any Group Company to become insolvent.
6.9 If and having regard to the intended use extent that any Settled Claim shall remain outstanding at a time when any of the goods Loans referred to in Schedule 7 Part 2 of this Agreement become repayable, or any consideration becomes due for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties payment in respect of the subject matter acquisition of this agreement shares in the Company (other than from X X Xxxxxxxx, N J Xxxxxx or EcoGen Projects Limited), in each case pursuant to the Conditional Share Purchase Agreement, then the Purchaser shall be entitled to deduct from such payments an amount equal to any such outstanding Settled Claims.
6.10 The Purchaser shall be entitled to make claims under either or both of the Warranties and the Tax Deed in respect of anything relating thereto and this sale is accordingly voetstootsthe same matter provided that it may not recover more than once in respect of the same loss or damage.
9.4 6.11 The Seller provisions of Schedule 6 shall apply to limit the liability of the Warrantors in respect of claims under the Warranties and, where expressly stated, the Tax Deed provided that no such limitation shall apply in case of fraud or dishonesty or wilful or reckless non- disclosure by the Warrantors.
6.12 Each of the Vendors (other than the Warrantors) represents, warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior undertakes to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Purchaser that:
(a) All amounts payable to he is now, or prospectively, and will be at Completion the Body Corporate in terms of Section 37(1) sole beneficial owner of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser Shares shown against his name in Schedule 1 free from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserall Encumbrances;
(b) If the Trustees, after registration of transfer imposes a special levy he has full power and authority to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund sell such Shares to the Purchaser such amount when it becomes payable by on the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser Agreement without any approval or on behalf of the Purchaser.authority which has not been unconditionally obtained; and
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Fourc) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser on his part contained in terms of this agreementAgreement are legal, valid and the agreement will be regarded as entered into binding obligations, enforceable against him in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaseraccordance with their terms.
Appears in 1 contract
Samples: Share Purchase Agreement (Dynamotive Technologies Corp)
Warranties. 9.1 In terms 5.1 Each of the Vendors severally warrants to the Purchaser in the knowledge that the Purchaser is entering into this agreement in reliance upon the accuracy of each of the Individual Warranties given by that Vendor that the Individual Warranties are true and accurate as at the date of this agreement and will be true and accurate upon Completion.
5.2 For the avoidance of doubt, each of the Individual Warranties is given by each Vendor only in relation to itself and the Sale Shares to be sold by it under this agreement and not in relation to any other person or any other Sale Shares.
5.3 Subject to the provisions of schedule 4 (Limitations), each of the Consumer Protection Act, 19 of 2008, it is recorded Executives jointly and severally warrants to the Purchaser in the knowledge that the Purchaser has is entering into this agreement in reliance upon such warranty that the right to receive goods (in Executive Warranties and the Taxation Warranties are true and accurate as at the date of this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 agreement. Each of the Consumer Protection Act; Executive Warranties and the Purchaser accordingly acknowledges Tax Warranties and records that she has satisfied herself, having inspected the goods claims under them shall be limited by and having regard be subject to the intended use of the goods for residential purposes, that the provisions of schedule 4.
5.4 Notwithstanding any other provision of this agreement, no limitations of any kind shall apply to any claim under this agreement against any Vendor or Executive which is (or the Consumer Protection Act has been delays in the discovery of which is) the consequence of any fraud, dishonesty or deliberate concealment as determined by a court of law on the part of that Vendor, or Executive or their respective agents or advisers.
5.5 Each of the Vendors and the Executives severally undertakes to the Purchaser to disclose promptly in writing to the Purchaser (such disclosure to be without prejudice to the Purchaser's rights whether pursuant to this agreement, statute, equity, common law or otherwise):
(a) any event or circumstance which becomes known to that Vendor or Executive after the date of this agreement and prior to Completion, which, to such Vendors or Executives knowledge, renders any of the Warranties given by it untrue; and
(b) any failure of such Vendor or Executive to comply with or satisfy any covenant, condition or agreement to be complied with in all respectsor satisfied by it hereunder, provided that the delivery of any notice pursuant to this sub-clause shall not limit or otherwise effect any remedies available to the Purchaser.
9.2 The Purchaser having satisfied herself as 5.6 If there is a breach of any of the Executive Warranties and/or the Tax Warranties then, in respect of each such breach and without prejudice to the state right of the Property Purchaser to claim damages on any basis available to it or to any other right or remedy available to the Purchaser, the Executives jointly and severally agree to pay to the Purchaser on demand by way of liquidated damages for such breach of the Executive Warranties and/or the Tax Warranties such sum as would put the Company into the position which (after payment of any Taxation payable in respect of the receipt of such sum) would have existed if there had been no such breach plus all Costs reasonably incurred by the Purchaser in connection with such breach of the Warranties.
5.7 The benefit of the Warranties may be assigned in whole or in part to any Affiliate of the Purchaser provided that if any such assignee ceases to be an Affiliate of the Purchaser, the Warranties shall cease to be enforceable unless and until the benefit of them is re-assigned to the Purchaser or a person who is then an Affiliate of the Purchaser.
5.8 Each of the Warranties shall be construed as a separate and independent warranty and shall be governed, limited and restricted by clauses 5, 11.9 and 11.10 and by schedule 4 but shall not be governed, limited or restricted by reference to or inference from any other terms of this agreement or any other Warranty.
5.9 Any payments made by any Vendor and/or the Executives to the Purchaser in respect of claims under the Warranties shall so far as possible be treated by the parties as a reduction in the consideration for the Sale Shares.
5.10 Where any of the Warranties is qualified by the expression "so far as the Executives are aware" or any similar expression, each of the Executives shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way awareness of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)particular fact or matter if:
(a) All amounts payable to the Body Corporate in terms such Executive is actually aware of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchasersuch fact or other matter; or
(b) If the Trustees, after registration Executive acting prudently would be expected to discover or otherwise become aware of transfer imposes a special levy to meet expenses which have been underestimated for any period up to such fact or other matter in the date course of registration performing or complying with the responsibilities and obligations commonly associated with such person's position.
5.11 Each of transfer, the Seller shall refund to Vendors and the Executives hereby agrees with the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater (for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer itself and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a companythe Company) to waive any right which it may have in respect of any misrepresentation, close corporation inaccuracy or other legal person omission in or from any information or advice supplied or given by the Company or any of its officers and employees or advisers in enabling the Vendors and the Executives to be formedgive the Warranties, to prepare the Disclosure Letter and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify to enter into this agreement within 30 (Thirty) days and undertakes not to make any claim in respect of the conclusion thereof, the trustee shall be personally liable for all the obligations such reliance.
5.12 The rights and remedies of the Purchaser in terms respect of this agreement, and the agreement will be regarded as entered into in the personal capacity any breach of the person who signed this agreement as Purchaser Warranties shall not be affected by any investigation made by or on behalf of the Purchaser.
10.2 If Purchaser into the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours affairs of the conclusion of this agreement, and/or her principal does not ratify this agreement within Company or actual or constructive knowledge on the aforementioned period, the representative will be personally liable for all the obligations part of the Purchaser or its agents or advisers except as otherwise expressly provided in terms this agreement in relation to the Disclosure Letter.
5.13 All sums payable by the Vendors and/or the Executives under this agreement shall be paid free and clear of this agreementall deductions or withholdings unless the deduction or withholding is required by law, and in which event the agreement relevant Vendor and/or Executive shall pay such additional amount as shall be required to ensure that the net amount received by the Purchaser will equal the full sum which would have been received by it had no such deduction or withholding been required to be made.
5.14 If any payment made by the Vendors and/or the Executives in relation to a claim for breach of Warranty will be regarded as entered into or has been subject to Taxation in the personal capacity of the person who signed this agreement as Purchaser or on behalf hands of the Purchaser, the Purchaser may demand in writing from the relevant Vendor or Executive (as appropriate) such sum (after taking into account any Taxation payable in respect of such sum) as will ensure that the Purchaser receives and retains a net sum equal to the sum which it would have received had the payment not been subject to Taxation. The relevant Vendor and/or Executive (as appropriate) shall pay any sum which is demanded pursuant to this sub-clause 5.14 within two Business Days of service of such demand.
5.15 If and to the extent that the Stamp Duty Contribution exceeds the Estimated Stamp Duty Contribution the Executives agree to forthwith pay the Purchaser the amount of the difference.
5.16 If the Estimated Stamp Duty Contribution exceeds the Stamp Duty Contribution the Purchaser shall forthwith pay the Vendors' Solicitors (whose receipt shall be a good discharge) an amount equal to the difference.
Appears in 1 contract
Warranties. 9.1 In terms 4.1 The Vendors warrant to the Purchaser that as at the date of this agreement the Vendors have not sought to make any management charges to the Company or entered into any agreement with any third party on behalf of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that Company to provide management services.
4.2 The Vendors warrant to the Purchaser has that as at the date of this agreement there are no agreements or arrangements in force, other than this agreement, which grant to any person the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable call for the purposes for which the goods are generally intended;
9.1.2 are issue, allotment or transfer of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 any share or loan capital of the Consumer Protection Act; and Company.
4.3 The Vendors warrant to the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use best of their knowledge and belief, but subject to the knowledge of the goods for residential purposesPurchaser, that the provisions Warranties contained in schedule 2 are as at the date of this agreement true and accurate in all respects of the Consumer Protection Act has been complied with in all respectsCompany.
9.2 The Purchaser having satisfied herself as to the state 4.4 Each of the Property shall be deemed Warranties is without prejudice to have accepted any other warranty or undertaking and except where expressly stated no clause contained in this agreement governs or limits the dwelling in good order and conditionextent or application of any other clause.
9.3 Save as specifically set out in this agreement, 4.5 The rights and remedies of the Seller has made no representation and given no warranties Purchaser in respect of any breach of the subject Warranties shall not be affected by completion of the purchase of the Shares, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release.
4.6 The liability of the Vendors for all claims made pursuant to this agreement or in respect of anything relating thereto and this sale is accordingly voetstootswhen taken together shall not exceed the Consideration.
9.4 4.7 The Seller warrants Vendors shall not be liable for a claim unless the amount of all claims when taken together exceed US$10,000 in which case the whole amount (and acknowledges that he/it not just the amount by which the limit in this clause is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy exceeded) is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/recoverable by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to 4.8 The Vendors are not liable for a claim unless the Body Corporate Purchaser has given the Vendors notice in terms of Section 37(1) writing of the Sectional Titles Act claim specifying in reasonable detail the nature of 1986 (Levies) shall be payable by the Purchaser from date claim within the period of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to three years beginning with the date of registration this agreement.
4.9 Nothing in this clause applies to a claim that arises or is delayed as a result of transferdishonesty, the Seller shall refund to the Purchaser such amount when it becomes payable fraud, wilful misconduct or wilful concealment by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionVendors.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In 8.1 The Seller warrants to the Buyer (for itself and, subject to clause 16.2, for the holders for the time being of the Shares as Third Parties) in the terms of the provisions Warranties as at the date of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:-Agreement.
9.1.1 8.2 The Warranties are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard qualified to the intended use extent of those matters fairly disclosed in:
(a) the goods for residential purposes, that Disclosure Letter; and
(b) the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties Data Room Documents (save in respect of the subject Warranties set out in paragraph 2 (Accounts and Management Accounts) of schedule 4 (Warranties) where such Warranties are qualified to the extent of those matters fairly disclosed in the Disclosure Letter). For this purpose, fairly disclosed means disclosed in such manner and detail as to enable a reasonable buyer to make a reasonable assessment of the nature, scope and impact of the matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootson the Company.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed 8.3 No disclosure made by the Seller to the PurchaserBuyer after the date of this Agreement, nor any actual or imputed knowledge of the Buyer where such knowledge arises after the date of this Agreement, shall relieve the Seller from any liability in respect of a breach of the Warranties.
8.4 Any of the Warranties which is qualified as being given “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or qualified by any similar expression, will be deemed to have been given:
(a) after the Seller having made due and careful enquiries of each of the Key Employees at the date of this Agreement and on the date when the relevant Key Warranty is deemed to be repeated pursuant to clause 9.2(a); and
(b) If save as provided in clause 8.4(a) above, neither the Trusteesactual nor imputed knowledge, after registration belief and awareness of transfer imposes the Seller’s employees, agents or advisers shall constitute the actual knowledge, belief or awareness of the Seller.
8.5 Each Warranty is to be construed as a special levy separate and independent warranty and, save as provided otherwise in this Agreement, will not be limited by reference to meet expenses which have been underestimated for any period up other Warranty.
8.6 The Warranties will not in any way be modified, discharged, extinguished or affected by Completion.
8.7 The Seller undertakes to the date Buyer (for itself and for the Company and any employee, director, agent or adviser of registration the Company as Third Parties) that if any claim is made against it under this Agreement or any other Transaction Document it will not make any claim against:
(a) the Company; or
(b) (save in the case of transferfraud) any employee, director, agent or adviser of the Company, on whom it may have relied before agreeing to any provision of this Agreement (including the Warranties and the Tax Covenant) or any other Transaction Document or for the purpose of making any statement in the Disclosure Letter and shall irrevocably waive any such claim the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionmay have.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (OMNICELL, Inc)
Warranties. 9.1 In terms The Supplier warrants and represents to Aston that the Goods will: be of satisfactory quality within the meaning of the provisions Sale of Goods Xxx 0000 and fit for purpose as specified by Aston; be free from defects in design, material and workmanship; correspond with the Goods Specification; comply with all Applicable Laws in relation to their sale and supply; and formulated, designed, construction, finished and packaged as to be safe, durable and without any risk to any individual. Non-performance Without prejudice to any other rights or remedies of Aston, if the Supplier breaches any condition of the Consumer Protection ActAgreement or Aston terminates this Agreement in accordance with paragraph 5.6.4, 19 16, 17, 22 and 23 of 2008this Part 1, then Aston may, whether or not it is recorded has accepted the Goods (in whole or part): where applicable, cancel any or all remaining instalments of the Goods to be delivered; reject the Goods (in whole or part) and return them to the Supplier at the risk and cost of the Supplier subject to Aston receiving a full refund for the return of the Goods by the Supplier; at its sole option, afford the Supplier the opportunity to remedy the defect, supply replacement Goods, or carry out necessary work to ensure that the Purchaser has conditions of this Agreement are met at the right Supplier’s cost; refuse to receive goods (in this instance accept any subsequent delivery of the Property) that:-
9.1.1 are reasonably suitable for the purposes for Goods which the goods Supplier attempts to make without any liability to Aston; recover from the Supplier any additional expenditure reasonably incurred by Aston in obtaining the Goods in substitution from another supplier; claim Losses incurred by Aston which are generally intended;
9.1.2 are in any way attributable to the Supplier’s breach of good qualitythis Agreement or failure to deliver the Goods on the Delivery Date or at all; and/or for a period of 12 months from the Delivery Date, in good working order and free respect of defects;
9.1.3 comply in general Goods which do not conform with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in paragraph 10.1 of this agreementPart 1, oblige the Seller has made no representation Supplier, at Aston’s discretion, to replace or repair such Goods free of charge and given no warranties in respect any repaired or replaced Goods will be guaranteed on the terms of paragraph 11.1.7 of this Part 1 for the unexpired portion of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots12 month period.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement for the Purchase of Goods
Warranties. 9.1 In 6.1 Each of the Vendors severally warrants to the Purchaser in the terms of the provisions of Warranties subject to:
(a) any matter disclosed or contained in the Consumer Protection Act, 19 of 2008, it is recorded Disclosure Letter and any document annexed to the Disclosure Letter; and
(b) the limitations and qualifications set out in this Clause 6 and in Clause 7.
6.2 The Vendors acknowledge that the Purchaser has is entering into this Agreement in reliance upon the right to receive goods (Warranties.
6.3 Each Warranty in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 respect of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property "COMPANY" shall be deemed to have accepted be a Warranty of the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and Vendors given no warranties in respect of the Company and each Group Company and (unless the context or subject matter otherwise requires) the expression the "COMPANY" in Schedule 2 shall be construed accordingly.
6.4 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated, no Clause contained in this Agreement governs or limits the extent or application of any other Clause and the Warranties shall not in any respect be extinguished or affected by Completion.
6.5 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever to which the Purchaser may agree or effect in relation to any of the Vendors in connection with this Agreement or the Tax Deed or any agreement or document entered into pursuant hereto, and in particular, but without limitation, in connection with any of the Warranties, shall not affect the rights and remedies of the Purchaser as regards any other of the Vendors.
6.6 If any of the Warranties is expressed to be given "SO FAR AS THE VENDORS ARE AWARE" or "TO THE BEST OF THE KNOWLEDGE, INFORMATION AND BELIEF OF THE VENDORS" or words to such effect, such expression means that the Vendors have made all reasonable enquiries into the subject matter of this agreement or in respect of anything relating thereto any such Warranty and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not each Vendor shall be deemed to be aware of all matters of which any special levies that have been raised, or will be raised, after signature of this Agreement but prior other Vendor is aware. ________________________________________________________________________________ ________________________________________________________________________________
6.7 The Purchaser warrants to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)Vendors that:
(a) All amounts payable it has full power and authority to enter into and perform this Agreement, the Body Corporate in terms of Section 37(1) of Tax Deed, the Sectional Titles Act of 1986 (Levies) shall Loan Notes, the Royalty Agreement and any agreement or document to be payable entered into by it pursuant to this Agreement, which constitute, or when executed will constitute, valid and legally binding obligations on the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaseraccordance with their respective terms;
(b) If the Trustees, after registration of transfer imposes a special levy it has taken all corporate and other actions necessary to meet expenses which have been underestimated for any period up enable it to the date of registration of transferenter into and perform this Agreement, the Seller shall refund Tax Deed, the Loan Notes, the Royalty Agreement and any agreement or document to be entered into by it pursuant to this Agreement and has obtained all approvals and consents required by it for the performance of the transactions contemplated thereby;
(c) the execution and delivery of, and the performance by the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effectedof its obligations under this Agreement, the Trustees passes Tax Deed, the Loan Notes, the Royalty Agreement and any resolution imposing agreement or document to be entered into by it pursuant to this Agreement will not result in a special levy to cater for breach of any future improvements to provision of the scheme constitutive documents of the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware or result in a breach of any such pending resolution.
9.6 The Seller hereby discloses that a real right order, judgment or decree of extension over the scheme, is registered in favour of the Body Corporate/Developer and any court or governmental agency to which the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If a party or by which the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity any of its assets is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaserbound.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Channell Commercial Corp)
Warranties. 9.1 In 12.1. Subject to the terms of the and provisions of this Agreement, each Seller warrants to the Consumer Protection ActBuyer, 19 as at the date of 2008, it is recorded this Agreement and in respect of that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good qualitySeller only, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically terms set out in the Fundamental Warranties.
12.2. Subject to the terms and provisions of this agreementAgreement, the Seller has made no representation and given no warranties in respect of Warrantors warrant to the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature Buyer as at the date of this Agreement but prior to registration in the terms set out in the Business Warranties and the Tax Warranties.
12.3. The parties agree that no matter may be Disclosed against any of the PropertyFundamental Warranties. In The provisions of this clause 12.3 shall prevail over any provision to the event that a special levy is raisedcontrary in the Disclosure Letter.
12.4. No matter may be Disclosed against the Payroll Tax Warranty, by way of a special resolution passed by and no matter within the trustees actual, imputed or constructive knowledge of the body corporate, after date Buyer or any of signature of this Agreement but its agents or advisors on or prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration this Agreement shall be regarded as qualifying the Payroll Tax Warranty or as being Disclosed.
12.5. Each of transferthe Warranties is separate and is to be construed independently of, and without reference to qualifications contained in, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes other Warranties and any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware other provisions of any such pending resolutionthis Agreement.
9.6 The Seller hereby discloses 12.6. Each Warrantor unconditionally and irrevocably waives any rights that a real right of extension over Warrantor may have (in each case whether founded in negligence or otherwise) against the schemeCompany, is registered in favour or any director, employee, officer or agent of the Body Corporate/Developer and Company, on whom that Warrantor has or may have relied in connection with preparing the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation Disclosure Letter or other legal person agreeing to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in any terms of this agreement, and the agreement will Agreement or any document to be regarded as entered into pursuant to it. Nothing in this clause 12.6 shall apply to restrict the ability of any Warrantor to make any claim against any person for fraud.
12.7. Paragraph 2 of Part 3 of Schedule 5 (in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative case of a third party Tax Claim) and fails to disclose the name of her principal and furnish written proof of her mandate within 24 Schedule 7 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity case of a Warranty Claim and, where specified, a Tax Claim) shall apply to limit or exclude, in accordance with their respective terms, any liability which the person who signed this agreement as Purchaser Sellers might otherwise have in respect of any Warranty Claim or on behalf of the Purchaserany Tax Claim.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Instil Bio, Inc.)
Warranties. 9.1 In terms The Company represents and warrants to the Investor that each of the provisions Warranties is true and accurate as at:
(a) the date of this Agreement;
(b) the First Completion (and, in respect of Warranties given as at First Completion, as if any express or implied reference in a Warranty to the date of this Agreement was replaced by a reference to the date of the Consumer Protection Act, 19 of 2008, it is recorded that First Completion); and
(c) the Purchaser has the right to receive goods Second Completion (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good qualityand, in good working order and free respect of defects;
9.1.3 comply Warranties given as at the Second Completion, as if any express or implied reference in general with a Warranty to the requirements and standards contemplated in Section 55 date of this Agreement was replaced by a reference to the date of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsSecond Completion).
9.2 The Purchaser having satisfied herself as Company acknowledges that it has given the Warranties with the intention of inducing the Investor to enter into this Agreement and that the Investor has been induced to enter into this Agreement on the basis of and in reliance upon the Warranties. The Warranties are given to the state Investor for itself in connection with the purchase of the Property shall be deemed to have accepted Subscription Shares and the dwelling in good order and conditionWarrants.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges Investor confirms that he/it is not aware of any special levies matter that have been raised, or will be raised, after signature constitutes a breach of this Agreement but prior or which entitles it to registration make a Warranty Claim and accordingly confirms that it does not contemplate making a Warranty Claim.
9.4 Each of the Property. In Warranties is without prejudice to the event that a special levy is raisedother Warranties and, by way of a special resolution passed by except where expressly stated otherwise, no Clause governs or limits the trustees extent or application of the body corporate, after other Clauses.
9.5 The rights and remedies of the Investor in respect of any breach of the Warranties shall continue to subsist notwithstanding any Completion.
9.6 Each of the Warranties is given subject to any matter expressly provided for in this Agreement but is otherwise subject to no qualification save that any Warranties given on the date of signature the Second Completion shall be qualified to the extent fairly disclosed in the Public Disclosure Record following the date of First Completion.
9.7 Without prejudice to its other rights and remedies, the Investor may not claim rescission of this Agreement but prior following First Completion.
9.8 Where any statement in the Warranties is qualified by the expression “to registration the best of the Propertyknowledge, information and belief of the Company” or “so far as the Company is aware” or any similar expression, the Company shall be deemed to have the actual knowledge of the Directors and Xxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxx and shall be deemed to include an additional statement that it is agreed has been made after due and careful enquiry by Xxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxx (only) into the subject matter of that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the PurchaserWarranty with each such Persons.
9.5 Levies 9.9 The Investor represents and Special Levy (if any)warrants to the Company that each of the Investor Warranties is true and accurate as at:
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaserthis Agreement;
(b) If the TrusteesFirst Completion (and, after registration in respect of transfer imposes a special levy to meet expenses which have been underestimated for Investor Warranties given as at First Completion, as if any period up express or implied reference in an Investor Warranty to the date of registration of transfer, the Seller shall refund this Agreement was replaced by a reference to the Purchaser such amount when it becomes payable by date of the Purchaser. If after acceptance hereof but before transfer is effectedFirst Completion); and
(c) the Second Completion (and, in respect of Investor Warranties given as at the Trustees passes Second Completion, as if any resolution imposing a special levy to cater for any future improvements express or implied reference in an Investor Warranty to the scheme date of this Agreement was replaced by a reference to the Purchaser shall be liable for date of the payment thereofSecond Completion).
9.10 The Investor acknowledges that it has given the Investor Warranties with the intention of inducing the Company to enter into this Agreement and that the Company has been induced to enter into this Agreement on the basis of and in reliance upon the Investor Warranties. The Seller warrants that he Investor Warranties are given to the Company for itself.
9.11 Each of the Investor Warranties is not aware without prejudice to the other Investor Warranties and, except where expressly stated otherwise, no Clause governs or limits the extent or application of the other Clauses.
9.12 The rights and remedies of the Company in respect of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour breach of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986Investor Warranties shall continue to subsist notwithstanding any Completion.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Warranties. 9.1 In terms 11.1 The Vendors jointly and severally warrant, represent and undertake to the Purchaser and BTI that each of the Warranties set out in Schedule 6 are true and accurate in all respects and not misleading in any respect and the provisions of the Consumer Protection Act, 19 of 2008, it is recorded Schedule 6 shall have effect accordingly.
11.2 The Vendors acknowledge that the Purchaser has and BTI are entering into this Agreement in reliance on the Warranties made by the Vendors and that the Vendors have made those representations with the intention of inducing the Purchaser and BTI to enter into this Agreement and that accordingly the Purchaser and BTI have been induced to enter into this Agreement.
11.3 The Vendors hereby agree with the Purchaser and BTI to waive any right which they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any of the Employees in connection with the giving of the Warranties and the preparation of the Disclosure Letter by the Vendors and agree that it shall take no action in relation to receive goods any such matter.
11.4 Each of the Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from any other term of this Agreement or any other Warranty.
11.5 The rights and remedies of the Purchaser and BTI in respect of any breach of Warranty shall continue to subsist notwithstanding Completion.
11.6 The Warranties shall be qualified by reference to those matters disclosed but only to the extent fairly and specifically disclosed, in the Disclosure Letter and not otherwise.
11.7 For the avoidance of doubt, the acquisition by BTI of those of the Assets it is acquiring under this Agreement (in this instance clause 11.7 called "the PropertyBTI Assets") that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard shall be subject to the intended use terms of this Agreement. No claim under the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties Warranties in respect of the BTI Assets shall be the subject matter of this agreement or any double claim by both the Purchaser and BTI. No warranty claim in respect of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will the BTI Assets shall be raised, after signature of this Agreement but prior to registration made otherwise than upon the basis of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy BTI Assets being used (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1extent they are so used) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date within the Business and not further or otherwise. The limit of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by liability of the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund Vendors to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware and BTI in respect of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over claim under the scheme, is registered Warranties in favour respect of the Body Corporate/Developer and BTI Assets shall in no event exceed in aggregate the Purchaser is hereby informed of such right accordingly, in compliance with section 25 Consideration (14) of Act 95 of 1986as adjusted).
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Agreement Relating to the Sale of the Business and Assets (Brunswick Technologies Inc)
Warranties. 9.1 In With the exception of any goods which have been personalised at the Customer’s request, goods which are sold via the Web Site may be exchanged or refunded under the terms and conditions of this Agreement and subject to the applicable law of this Agreement.
6.1. The Customer’s right to change his/her mind The Customer may from the date on which he/she places an Order cancel that Order in respect one or more of the goods that are the subject of that Order and request reimbursement for same subject to provisions set out below. If the Customer wishes to cancel an Order in respect of certain good(s), he/she must notify the Consumer Protection ActVendor of such intention within 15 (fifteen) days of receiving all the goods that are the subject of that Order. The Customer will then have 15 (fifteen) days from her/his notification to cancel, 19 to return at her/his own expense, the products ordered. The Customer must inform the Vendor of 2008its intention to cancel an Order by making a clear statement. If the Customer wishes to cancel an Order, the Customer may use the form on Contact Us or complete the Model Cancellation Form attached at Appendix 1 and email it is recorded to service.client@roxy-‐xxxxxx.xxx. The Customer’s cancellation of his/her Order shall only be taken into consideration provided that the Purchaser has the right to receive goods (in this instance the Property) that:-
9.1.1 are reasonably suitable for the purposes for which the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with Customer is requesting reimbursement from the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Vendor have been returned to the intended use of Vendor under the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects.
9.2 The Purchaser having satisfied herself as to the state of the Property shall be deemed to have accepted the dwelling in good order terms and condition.
9.3 Save as specifically conditions set out in article 6.3 below. Should this agreementbe the case, the Seller Vendor shall reimburse the Customer by the same means of payment that the Customer used for the initial transaction unless expressly agreed otherwise, as soon as Roxy has made no representation and given no warranties in respect received or collected the goods back or the consumer has supplied evidence of having sent back the goods, whichever of the subject matter two is the earliest. In any event, the Customer will not incur any fees as a result of this agreement or in respect the reimbursement. The Vendor shall reimburse the Customer within 14 (fourteen) days of anything relating thereto and this sale is accordingly voetstoots.
9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raisedreceiving the goods, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy earlier within 14 (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirtyfourteen) days of the conclusion of this agreementCustomer providing evidence that the goods have been returned, or the entity does not ratify this agreement where no goods have been supplied, within 30 (Thirty) 14 days of the conclusion thereof, the trustee shall be personally liable for all the obligations being notified of the Purchaser Customer’s decision to cancel. The Vendor will reimburse the Customer the total amount paid for the rejected goods, as well as the least expensive outbound shipping and delivery costs in terms respect of this agreement, and those rejected goods. The additional shipping charges related to the agreement Customer’s choice of delivery option other than the standard delivery will not be regarded as entered into subject to any refund. The Vendor may make a deduction from the reimbursement for loss in value of any goods supplied if the personal capacity loss is the result of unnecessary handling by the person who signed this agreement as Purchaser or on behalf of the PurchaserCustomer.
10.2 If the Purchaser acts as representative of a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreement, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaser.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Warranties. 9.1 In 6.1 The Purchaser is entering into this agreement on the basis of, and in reliance on, the Warranties.
6.2 The Vendor warrants to the Purchaser as at the date of this agreement in the terms of the provisions Warranties.
6.3 The Purchaser acknowledges that save in the case of fraud or fraudulent misrepresentation on the part of the Consumer Protection Act, 19 Vendor it's sole remedy for breach of 2008, it is recorded that Warranty shall be in damages and the Purchaser has the shall have no right to receive goods rescind this agreement provided that if at any time before Completion the Purchaser becomes aware that a Warranty has been breached (or would have been breached had the Warranties been repeated at Completion) then the Purchaser may either proceed to Completion (in which case the Purchaser shall waive its right to bring a Claim in respect of such matter) or may as its sole remedy by notice in writing to the Vendor elect to rescind this instance agreement in which case this agreement shall cease to have effect immediately after that date and time except for the Property) that:-provisions set out in clause 2.3.
9.1.1 are 6.4 If at any time before or at Completion the Vendor becomes aware that a Warranty has been breached or would be breached had the Warranties been repeated at Completion it shall as soon as reasonably suitable practicable notify the Purchaser in such detail in the possession of the Vendor to enable the Purchaser to make a reasonable assessment of the situation for the purposes for which of clause 6.3.
6.5 Warranties stated to be given "so far as the goods are generally intended;
9.1.2 are of good quality, in good working order and free of defects;
9.1.3 comply in general with Vendor is aware" or "to the requirements and standards contemplated in Section 55 best of the Consumer Protection Act; Vendor's knowledge information and belief" or any similar such expression are deemed to be given after the Vendor has made all reasonable enquiries of the directors of the Company and its Subsidiary (but excluding Xx Xxxxx Xxxxxxx), Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxxx, and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard actual (as opposed to the intended use deemed or imputed) knowledge of each of the goods for residential purposes, that Vendor's Solicitors and the provisions auditors of the Consumer Protection Act has been complied with in all respectsCompany and its Subsidiary (but not further or otherwise).
9.2 The Purchaser having satisfied herself as to the state 6.6 Each of the Property shall be deemed Warranties is separate and, unless otherwise specifically provided, is not limited by reference to have accepted the dwelling in good order and condition.
9.3 Save as specifically set out any other Warranty or any other provision in this agreement, .
6.7 Unless specifically stated to the Seller has made no representation contrary in this agreement the rights and given no warranties remedies of the Purchaser in respect of any breach of the Warranties and the Tax Covenant shall not be affected by Completion, by any investigation made by it or on its behalf into the affairs of the Company or its Subsidiary, by its 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.
6.8 With the exception of the matters Disclosed, nothing the Purchaser knows, or which is a necessary consequence of facts within its knowledge, shall prevent or prejudice a Claim. Any document contained in the Disclosure Bundle shall only constitute a disclosure of the information contained in that document and not of any other matter or circumstances relating to or conclusion which might be drawn from the subject matter of this agreement that document which might give rise to a breach of any of the Warranties unless and to the extent that such other matter circumstances or conclusion is Disclosed expressly in respect of anything relating thereto and this sale is accordingly voetstootsthe Disclosure Letter itself.
9.4 The Seller warrants and acknowledges that he/it 6.9 If the Purchaser is not aware of liable to pay Tax on any special levies that have been raised, or will be raised, after signature of this Agreement but prior sum paid by the Vendor to registration of the Property. In the event that Purchaser as a special levy is raised, by way result of a special resolution passed by Substantiated Claim the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser.
9.5 Levies and Special Levy (if any)
(a) All amounts payable to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be amount so payable by the Purchaser from date Vendor shall be increased by such amount as will ensure that (after payment of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by such Tax) the Body Corporate has been disclosed by the Seller to the Purchaser
(b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund net receipt to the Purchaser such amount when is the same as it becomes payable would have been were the payment by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy Vendor not subject to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution.
9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986.
10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into Tax in the personal capacity of the person who signed this agreement as Purchaser or on behalf hands of the Purchaser.
10.2 6.10 Clause 6.9 shall not apply to any Tax that the Purchaser is liable to pay to the extent that such Tax has already been taken into account in quantifying the liability of the Vendor under the Substantiated Claim.
6.11 If the Purchaser acts as representative of a third party and fails to disclose assigns the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion benefit of this agreement, and/or her principal does not ratify this agreement within the aforementioned periodor any part thereof, the representative will Vendor shall not be personally liable for all pursuant to clause 6.9, save to the obligations of extent that the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the PurchaserVendor would have been so liable had no such assignment occurred.
Appears in 1 contract