The Warranties Clause Examples for Any Agreement

The Warranties. (A) The Seller represents and warrants to the Purchaser that:- (i) it has full power to enter into and perform this Agreement and this Agreement constitutes its legally valid and binding obligations; (ii) it has the full power, authority and legal right to own its assets and to carry on its business and is not in receivership or bankruptcy; (iii) it has taken no steps to enter into bankruptcy or analogous proceedings and no petition has been presented for its winding up or similar proceedings taken and there are no grounds on which a petition or application could be based for the bankruptcy of or appointment of a receiver or the levy of distress or execution or the taking of analogous proceedings against it; (iv) it is the sole legal and beneficial owner of the Sale Shares; (v) save for the pre-emption and other provisions contained in the by-laws of the Company, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Sale Shares and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing; and (vi) At the time of Completion, there shall be no liability for taxes, contract obligations or any other type of claim that may be asserted against the Company; including, without limitation, any obligation that the Company may have with respect to any income tax or Franchise tax arising out of the net taxable income of the Company from the date of the Company’s inception to the date of Completion.

The Warranties. 21 SCHEDULE 4............................................................65

The Warranties. 5.1 Subject to the terms of this Agreement (including without limitation, the provisions of clause 6 and Schedule 5) and to matters Fairly Disclosed, the Sellers: (a) warrant to the Buyer (for themselves and as trustees for their successors in title) that each of the Warranties is true and accurate as at the date of this Agreement; (b) acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties and that acceptance by the Buyer of the Disclosure Letter shall not of itself be construed as an agreement by the Buyer that any matter disclosed in the Disclosure Letter has been Fairly Disclosed. 5.2 The Warranties are qualified to the extent, but only to the extent, of those matters Fairly Disclosed in the Disclosure Letter and for this purpose Fairly Disclosed means disclosed in such a manner and in sufficient detail so as to enable a reasonable buyer to make an informed assessment of the matter so disclosed. 5.3 In each Warranty, where any statement is qualified as being made so far as the Sellers are aware or any similar expression, it is deemed to refer to: (a) the actual knowledge of each of the Sellers after having made due and careful enquiry of Xxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxx xx Xxx, Xxx Xxxxxxx and Xxxxxxxxxxx Xxxxx; and (b) the knowledge of each of the Sellers having made enquiry of each other (and for the purposes of this clause 5.3(b) the actual knowledge of each of the Sellers under clause 5.3 (a) shall be imputed to Xxxx Xxxxxx and Xxxxx Xxxxxx). 5.4 Each of the paragraphs in Schedule 4: (a) shall be construed as a separate and independent warranty; and (b) unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph in Schedule 4 or by any other provision of this Agreement or the Taxation Deed and the Buyer shall have a separate claim and right of action for every breach of a Warranty but shall not be entitled to recover more than once in respect of the same loss. 5.5 The Warranties shall not in any respect be extinguished or affected by Completion. 5.6 Save in relation to any claim in respect of fraud and/or wilful concealment, the Sellers agree with the Buyer (for themselves and as trustees for each Group Company and each Group Company’s directors, employees, agents and advisers) to waive any right or claim which they may have for any misrepresentation or error in, or omission from any information or opinion supplied or given by any Group Company and/or any of its directors...

The Warranties. 6.1 The Company warrants to the Investor in the terms set out in Schedule 1. 6.2 The Company acknowledges that the Investor is entering into this agreement in reliance upon the Warranties. 6.3 Each Warranty is given in relation to either the Company or in relation to each Group Company as specified in Schedule 1. 6.4 The Warranties are given subject to all matters fairly disclosed in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company. 6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party. 6.7 The rights and remedies of the Investor in respect of any breach of the Warranties shall not be affected by Completion of the subscription of the Investor Shares, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure to rescind this agreement, 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 expressly referring to such breach. 6.8 The Company further warrants to the Investor that each of the Warranties will be fulfilled down to, and each of the Warranties shall be deemed to be repeated in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6. 6.9 The Company undertakes with the Investor to disc...

The Warranties. 47 SCHEDULE 8....................................................................55

The Warranties. The Vendor represents and warrants to and covenants and undertakes with the Purchaser that as at the date of this Agreement and Completion:

The Warranties. 6.1 The Buyer warrants to the Seller (for itself and as trustee for its successors in title) that as at the date of this Agreement and immediately prior to Completion by reference to the facts and circumstances then existing: 6.1.1 it is duly incorporated and validly existing; 6.1.2 it has power to enter into and perform its obligations under this Agreement, and the other documents which are to be executed by the Buyer pursuant to this Agreement (the “Buyer’s Completion Documents”) which will when executed constitute binding obligations on it in accordance with their respective terms; 6.1.3 it has taken all necessary corporate action to authorise the execution, delivery and performance of the Buyer’s Completion Documents, each of which have been duly executed by it; and 6.1.4 the execution, delivery and performance of the terms of the Buyer’s Completion Documents by it will not: (a) result in a breach of its Memorandum and Articles of Association; (b) result in a breach of any loan stock, bond, debenture (or other deed, mortgage, contract, undertaking or instrument of a similar nature for the raising of finances) to which it is a party; (c) result in a breach of any agreement to which the Buyer is a party; (d) result in a breach of any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character or by which the Buyer is bound; or (e) require the Buyer to obtain any consent or approval or, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentations or misstatements), and the Buyer warrants in the same terms in respect of each company in the Buyer’s Group which is to execute any document pursuant to this Agreement.

The Warranties. The Permits;

The Warranties. 6.5.1 are given separately and independently and, unless expressly provided to the contrary, are not limited or restricted by reference to, or inference from, the terms of any other Warranty or item of this Agreement; 6.5.2 where qualified by the knowledge, information, belief or awareness of the Sellers, unless expressly provided to the contrary, are deemed to refer to the actual (as opposed to constructive or imputed) knowledge, information, belief or awareness of the Sellers after due and careful enquiries by the Sellers in respect of the relevant subject matter of such Warranties; and 6.5.3 apply to each of the Subsidiaries as well as to the Company as if references to “the Company” included a corresponding reference to the Subsidiaries (and each of them severally).