By the Vendor. The Vendor represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with entering into this Agreement and the transactions contemplated hereby) as set out in below:
By the Vendor. 8 3.1.1. Incorporation and Status of the Vendor....................... 8 3.1.2. Corporate Power of the Vendor and Due Authorization.......... 8 3.1.3. Incorporation and Status of the Corporation.................. 8 3.1.4. Corporate Power of the Corporation........................... 9 3.1.5. Capital of the Corporation................................... 9 3.1.6.
By the Vendor. The Vendor hereby guarantees by way of independent guarantee undertakings (selbstständige Garantieversprechen), pursuant to § 311 of the German Civil Code (BGB), that the following statements (“Vendor’s Guarantees”) are true and correct, in each case as of the date hereof and as of the Closing Date, or as of such other date as is expressly stated in the relevant Vendor’s Guarantee, in which case the applicable Vendor’s Guarantee shall be correct as of such date:
By the Vendor. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder, the Vendor represents and warrants to the Purchaser solely with respect to itself that: “卖方”. 为了使“买方”签署本协议和履行其责任, “卖方” 特此向“买方”作如下的陈述和担保：
By the Vendor. The Vendor may terminate this Agreement solely if: (i) the AOC has failed to make payments due to Vendor, (ii) the aggregate total of such payments exceeds the payment due for six (6) months of Fees, (iii) such payment is not subject to a good faith dispute, (iv) no earlier than (30) calendar days after the payment’s due date the Vendor gives written notice of its intent to terminate; and (v) no less than sixty (60) additional calendar days pass with such payment not having been made.
By the Vendor. The Vendor hereby agrees to indemnify and save the Purchaser harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:
By the Vendor. The Vendor and the Subsidiary jointly and severally represent and warrant to S&N as follows and acknowledge that S&N is relying upon the following representations and warranties in connection with the purchase of the Purchased Assets, despite any investigation made by or on behalf of S&N. Any statement in this Agreement that is not expressly qualified by a reference to an exception contained in a schedule to this Agreement will prevail, despite anything to the contrary that is disclosed in the schedule:
By the Vendor. (A) The Vendor hereby undertakes to the Purchaser not to, and will procure that none of its Affiliates may, on or prior to Completion, purchase, acquire or otherwise deal in any of the Shares or any interest therein.
By the Vendor. The Vendor agrees to indemnify and hold harmless the Purchaser and its governors, directors, officers, employees, volunteers and agents against any liability, claim, cost or expense (including reasonable attorneys' fees) with respect to bodily injury, death, and property damage arising from the willful misconduct or negligent activity of the Vendor, its directors, officers, employees or agents during its performance of its responsibilities under this Contract, including but not limited to any claim against the Purchaser for infringement of patent rights owned or held by competitors of the Vendor. The Vendor further agrees to indemnify the Purchaser, its governors, directors, officers, employees, volunteers and agents from and against any loss, damages, costs, or expenses ("liability") in connection with any claim arising from any defect in the Filtration Systems, or in the provision of any services pursuant to this Contract, or by reason of the nature of the materials contained in said Filtration Systems or provision of service, except to the extent that the final order of a court of competent jurisdiction has determined that a proportion of such liability thereof was caused either by an alteration in, tampering with, or non-intended usage of the Filtration Systems by the Purchaser or by the willful misconduct or negligent activity of the Purchaser, its directors, officers or employees, in which case, the Purchaser shall be responsible solely for its proportionate share of the liability.
By the Vendor. The Vendor may terminate this Agreement without penalty under any of the following circumstances: (i) within the first thirty (30) days after the effective date upon at least twenty-four (24) hours prior written notice to VMLS; (ii) on any annual anniversary date of this Agreement upon at least (30) days prior written notice to VMLS; or (iii) upon the breach by VMLS of this Agreement or any other agreement between VMLS and the Vendor governing the terms, rights and obligations regarding the use of the MLS, including without limitation the MLS Rules and Regulations.
