Warrantors’ Warranties. Each of the Warrantors jointly and severally represents and warrants to the Investor that each Warrantors’ Warranty is true, accurate and not misleading at the date of this Agreement (other than such Warrantors’ Warranties that expressly makes reference to a specific date or time, which will be true, accurate and not misleading as of such specified date or time). Immediately before Completion, each of the Warrantors is deemed to jointly and severally represent and warrant to the Investor that each Warrantors’ Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warrantors’ Warranty to the “date of this Agreement”, that reference is to be construed as a reference to the Completion Date.
Warrantors’ Warranties. 4.1.1 Each of the Warrantors severally warrants for himself alone to NewCo and its successors in title that, each of the Warranties is true and accurate subject only to:
(i) any matter which is fairly disclosed in the Disclosure Letter; and
(ii) any limitations, exceptions or exclusions expressly provided for in Clause 4.
4.1.2 The Warrantors confirm and agree that each of the Warranties shall be separate and independent and shall not be limited by reference to any other Warranty or by anything in this Agreement.
4.1.3 Any Warranty qualified by the expression “so far as the Warrantor is aware”, “to the Warrantors’ knowledge, information and belief”, “known to the Warrantor” or any similar expression shall, unless otherwise stated, be deemed to be given to the best of the actual knowledge, information and belief (without having made enquiry of any other person) of the relevant Warrantor.
Warrantors’ Warranties. 6.1 The Warrantors each warrant to the Purchaser that each of the Warranties is accurate in all respects and not misleading at the date of this Agreement.
6.2 The Warrantors accept that the Purchaser is entering into this Agreement in reliance on the Warranties made by the Warrantors.
6.3 The Warrantors undertake to fairly disclose in writing to the Purchaser anything of which they are aware is or may constitute a breach of or be inconsistent with any of the Warranties immediately after it comes to the actual notice of any of them, at the time of and/or after Completion.
6.4 The Warranties are given subject to the matters fairly disclosed in the Disclosure Letter in accordance with Clause 7.2 below.
6.5 The Warrantors undertake (if any claim is made against any of them in connection with the sale of the Shares to the Purchaser) not to make any claim against any director, employee or adviser of the Company on whom any of them may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, but this shall not preclude any Warrantor from claiming against any other Warrantor under any right of contribution or indemnity to which he may be entitled save in the case of fraud or dishonesty.
6.6 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 or any other term of this Agreement.
6.7 The rights or benefits of or under the Warranties may be assigned (together with any cause of action arising in connection with any Warranty, indemnity or covenant) by the Purchaser in accordance with Clause 17.
6.8 Any reference to the Warrantors’ knowledge or awareness in the Warranties shall mean such knowledge or awareness as any of the Warrantors have or would have had had they made all reasonable enquiries of the matters subject to warranty, given their position as owners and directors of the Company.
6.9 The provisions of Clause 7 and Schedule 6 shall, where relevant, apply to limit the liability of the Warrantors under the Warranties.
6.10 The Sellers give no representation and make no warranty save only as to the extent expressly set out in this Agreement.
Warrantors’ Warranties. 7.1 Each of the Warrantors jointly and severally warrants to the Buyer that each Warranty is true and accurate at the date of this Agreement.
7.2 If a Warranty is untrue or inaccurate and that Warranty also constitutes a misrepresentation which the Buyer relied on in entering this Agreement:
7.2.1 the Buyer's only remedy in respect of the Warranty is in damages for breach of Clause 7.1;
7.2.2 the Sellers (including, for the avoidance of doubt, the Warrantors) are not liable (in equity or tort, under the Misrxxxxxxxxxxxxx Xxx 0000 xx in any other way) in respect of the misrepresentation; and
7.2.3 the Buyer may not terminate or rescind this Agreement as a result of the breach of Warranty or the misrepresentation.
7.3 Clause 7.2 does not affect the Warrantors' liability or the Buyer's rights or remedies in respect of a fraudulent misrepresentation.
Warrantors’ Warranties. The Warrantors, upon the execution of this Agreement, severally warrant to the Buyer in the terms of the Warranties.
Warrantors’ Warranties. Each Warrantor severally warrants to the Purchaser on the terms of the Warranties as at the date of this Agreement.
Warrantors’ Warranties all of the Warranties other than the Sellers’ Warranties.
Warrantors’ Warranties. 10.1 The Warrantors each severally and independently warrant to the Buyer that:
10.1.1 except only as Fairly Disclosed, the Warranties are on the Execution Date true and accurate and not misleading; and
10.1.2 except only as Fairly Disclosed, the Warranties will be true and accurate on the Completion Date by reference to the then existing circumstances.
10.2 Subject to clause 10.3, the Warrantors will as soon as is reasonably practicable notify to the Buyer if, at any time before Completion, any of the Warrantors become aware of:
10.2.1 any breach of any of the Warranties given at the Execution Date;
10.2.2 an event having occurred or a matter having arisen in the light of which a statement in the Disclosure Letter or in this agreement (including in the Warranties) or a disclosure previously made pursuant to this clause 10 would be untrue or misleading if repeated with reference to the then existing circumstances.
10.3 Any disclosure made after the Execution Date whether by means of the Supplemental Disclosure Letter or otherwise of matters existing prior to the Execution Date will not relieve the Warrantors from any liability in respect of a breach of the Warranties.
10.4 Subject to clause 10.5, if, between the Execution Date and the Completion Date, the Buyer becomes aware that there has been a material breach of the Warranties or any other term of this agreement, the Buyer will be entitled to rescind this agreement without prejudice to any other remedy it may have.
10.5 The Buyer may only exercise a right of rescission if any breach as referred to in clause 10.4 has not been remedied (at the sole cost of the Sellers and not at the cost of the Company) to the satisfaction of the Buyer (acting reasonably) following the Buyer affording the Sellers the opportunity to take any steps the Sellers’ Representative may require (at the sole cost of the Sellers) to remedy such breach during the shorter of:
10.5.1 a period of not less than 10 days; or
10.5.2 the period from the date any breach referred to in clause 10.3 to the date two Business Days prior to the proposed date of Admission.
10.6 The rights and remedies of the Buyer for any breach of any of the Warranties will not be affected by:
Warrantors’ Warranties. The WARRANTORS
Warrantors’ Warranties. The General Representations shall have been true and correct as of the Agreement Date, and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than any such representations and warranties of the Warrantor made only as of a specified date, which shall be true and correct in all respects as of such date) except in all cases to the extent that the failure of such representations and warranties to be so true and correct has not had a Company Material Adverse Effect (it being agreed that any “materiality” and “Company Material Adverse Effect” qualifications in particular representations and warranties shall be disregarded in determining whether any such failures to be true and correct have had a Company Material Adverse Effect for purposes of this sentence; provided that the word “Material” shall not be read out of the term “Material Contract” or “Material Contracts”; and provided further, that the term “Material Adverse Effect” shall not be read out of Section 3.6(f)(ii)). The Fundamental Representations shall have been true and correct in all material respects as of the Agreement Date, and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than any such representations and warranties of the Warrantor made only as of a specified date, which shall be true and correct in all material respects as of such date).
