WARRANTIES OF THE SELLERS Sample Clauses

WARRANTIES OF THE SELLERS. Except as set forth in the Disclosure Letter, each Seller represents and warrants to the Purchasers, as at the Signature Date and at the Closing Date, as follows:

WARRANTIES OF THE SELLERS. 3.01 Each Non-Management Seller warrants in the terms of the Warranties contained in Sections 3.03(c), and Section 3.05(vii). 3.02 Each of the Management Sellers jointly and severally warrants on behalf of himself or itself (as appropriate), to and for the benefit of, the Purchaser as of the Closing Date, the Tax Warranties and the following:

WARRANTIES OF THE SELLERS. Each Seller severally, but not jointly, hereby warrants (solely with respect to itself) to Purchaser as follows:

WARRANTIES OF THE SELLERS. 3.1 The Sellers jointly and severally warrant to the Buyer that the Warranties are true and accurate in all respects and are not misleading at the date of this Agreement save that the Sellers shall be deemed not to be in breach of the Warranties to the extent of any matters Disclosed. 3.2 Each of the Warranties is a separate and independent Warranty and is not limited or restricted by reference to any other Warranty or any other term of this Agreement other than those limitations set out in Section 6.4 of and Schedule 6 to this Agreement, so that the Buyer shall have a separate claim and right to action in respect of every breach of every Warranty. 3.3 The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by: (a) any investigation made by or on behalf of the Buyer into the affairs of the Sellers, and the Company; and/or (b) any information relating to the Company of which the Buyer or its advisers or agents or employees or officers has knowledge (whether actual constructive or imputed knowledge) save for that Disclosed. 3.4 None of the information supplied by the Company or its employees, directors, officers, agents or advisers prior to the date of this Agreement to any of the Sellers or their agents, representatives or advisers in connection with the Warranties or any provisions of this Agreement or the contents of the Disclosure Letter or otherwise in relation to the business or affairs of the Company, shall be deemed a representation, warranty or guarantee of its accuracy by the relevant Person in favour of the Sellers and shall not constitute a defence to any claim by the Buyer against the Sellers under the Warranties or any provisions of the Agreement and the Sellers unconditionally and irrevocably waive any and all claims which they might otherwise have against the Company and its respective employees, directors, officers, agents or advisers in respect of such information and hereby undertake not to make any claims against or pursue any action to join in as a third party or seek a contribution or indemnity from any such person. 3.5 The provisions of Section 6.4 of and Schedule 6 to this Agreement shall operate to limit the liability of the Sellers under the Warranties, provided always that, notwithstanding any other provision of this Agreement, none of the limitations set out in Section 6.4 of and Schedule 6 to this Agreement shall apply where the liability arises as a result of or in connection with an...

WARRANTIES OF THE SELLERS. The Sellers warrant to the Purchaser that each of the statements set out in Sections 10.2 to 10.7 (Warranties of the Sellers) is true and accurate as of the Execution Date (which warranties shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such warranties to the Execution Date were references to the Closing Date).

WARRANTIES OF THE SELLERS. 6.1 The Buyer has, prior to the Signing Date, conducted the Due Diligence. 6.2 Subject to the qualifications and limitations set out herein and subject to what has been fairly disclosed to the Buyer or its Representatives in the Disclosed Information or this Agreement, the Sellers make the following Warranties (Sw. garantier) to the Buyer, all of which are made as of Signing and Closing unless otherwise explicitly stated herein.

WARRANTIES OF THE SELLERS. The Warranties are subject only to the exceptions specifically identified in this Agreement and its Exhibits and fully and accurately set out therein or on the face of the copy documents and papers annexed thereto. Each of the Warranties is a separate and independent warranty and shall not, and the liability of the Sellers hereunder shall not, be limited by or restricted by reference to or inference from any of the other Warranties, or any knowledge of any of the officers, employees or advisers of the Buyer who are officers employees or advisers of any Group Company. The Buyer acknowledges that it has had the opportunity to undertake and has undertaken a commercial and financial due diligence exercise in respect of the Company and the Subsidiaries. The Sellers warrant that all information supplied in writing by or on behalf of the Sellers in connection with such due diligence exercise in response to the due diligence questionnaire submitted to the Sellers is accurate in all material respects and that nothing has been omitted from such information or supplied which would render it misleading. Whilst with respect to disclosure the Warranties are subject only as provided in the first paragraph of this Section, the Buyer acknowledges that as at the Closing Date it has no actual knowledge of any material fact of circumstance revealed by the due diligence exercise which will result in the Buyer bringing a claim for breach of the warranties after the Closing. For the avoidance of doubt, the Sellers hereby waive any claims against the Group Companies which as employees of the Group Companies which they might have in connection with the giving of the warranties and the seeking of any disclosures against such warranties. The Sellers hereby jointly and severally warrant to the Buyer in the terms of the Warranties.

WARRANTIES OF THE SELLERS. 7.1 Each Seller severally warrants to the Buyer that the statements set out below are true and accurate as at the date of this Agreement: (a) it is validly organized, validly existing and in good standing under the laws of its country of formation; (b) it has taken all necessary action and has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents in accordance with their terms; (c) this Agreement and the other Transaction Documents constitute (or shall constitute when executed) valid, legal, binding and enforceable obligations on it in accordance with their terms; (d) the execution and delivery of this Agreement and the other Transaction Documents by it and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, its constitutional documents, any agreement or instrument to which it is party or by which it is bound, or any Law, order or judgement that applies to or binds it; (e) no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by it to authorise its execution or performance of this Agreement; (f) the funds that it has contributed to the Partnership and/or the GP are not derived from criminal activity or any transaction with or action involving a target of Sanctions, and neither it nor any member of the Sellers' Group is currently the target of any Sanctions; (g) no order has been made, non-frivolous petition or application presented, resolution passed or meeting convened for the purpose of its winding-up or whereby its assets are to be distributed to its creditors or shareholders or other contributories; and (h) no receiver (including an administrative receiver), liquidator, trustee, administrator, supervisor, nominee, custodian or any similar or analogous officer or official in any jurisdiction has been appointed in respect of the whole or any part of its business or assets nor has any step been taken for or with a view to the appointment of such a person nor has any event taken place or is likely to take place as a consequence of which such an appointment might be made. 7.2 The Partnership Seller warrants to the Buyer that the statements set out below are true and accurate as at the date of this Agreement: (a) the Interest is legally and beneficially owned by the Partnership Seller free from a...

WARRANTIES OF THE SELLERS. 9.1 Subject to the Disclosure Material: 9.1.1 Pamodzi and Pamodzi ▇▇▇▇▇ give the Purchaser the Pamodzi Warranties; 9.1.2 Investco gives the Purchaser the Investco Warranties; and 9.1.3 the Sellers give the Purchaser the Seller Warranties; on the terms and conditions set out herein. 9.2 The Warranties are, unless otherwise stated in respect of any Warranty, (in which case the specified date or period shall apply), given as at the Signature Date and as at the Completion Date. 9.3 The Warranties are limited and qualified: 9.3.1 by the provisions of clauses 10 and 11; 9.3.2 to the extent to which any fact or circumstance giving rise to such limitation or qualification has been disclosed in the Disclosure Material; 9.3.3 by the actual knowledge of the Purchaser or Gold One as at the Signature Date; 9.3.4 by any information which is publicly available to the Purchaser or Gold One; and 9.3.5 by anything which arises as a result of any change of Law. 9.4 Save as set out herein, the Sale Shares are sold “voetstoots” and without any warranties of any nature (whether express, tacit or arising by operation of law) whatsoever, the Purchaser irrevocably waiving any right to rely thereon and agreeing that all its other common law remedies are specifically excluded. 9.5 Each of the Purchaser and Gold One acknowledges that it has completed the Due Diligence and it does not know of, or have any ground to suspect, anything which may be or would be with the lapse of time or giving of notice, be likely to become a breach of a Warranty. 9.6 Each Party shall not be liable to the other Party for any indirect or consequential loss in any circumstances.