Common use of Warranties Clause in Contracts

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

Sources: 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) ▇▇▇ ▇▇▇▇ 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

Sources: Share Purchase Agreement, Share Purchase Agreement (Liquid Holdings Group LLC), Share Purchase Agreement (Liquid Holdings Group LLC)

Warranties. 9.1 In terms ▇▇▇▇▇ ▇▇ 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 ▇▇▇▇▇ ▇▇ 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 ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇ shall have the right to receive goods (inspect Products at Buyer’s location. Notwithstanding the foregoing warranties and remedies, ▇▇▇▇▇ ▇▇ 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. ▇▇▇▇▇ agrees to indemnify ▇▇▇▇▇ ▇▇ 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 ▇▇▇▇▇ ▇▇ WITH REFERENCE TO THE PRODUCTS, WHICH EXTENDS BEYOND THE SPECIFICATIONS MUTUALLY AGREED UPON BY ▇▇▇▇▇ ▇▇ 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

Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

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

Sources: Subscription Agreement (Lifezone Metals LTD), Subscription Agreement (Lifezone Metals LTD)

Warranties. 9.1 In terms 6.1 As an inducement to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 2008▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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

Sources: Placing Agreement (Resaca Exploitation, Inc.), Placing Agreement (Resaca Exploitation, Inc.)

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 ▇▇▇▇▇, 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

Sources: Terms and Conditions, Terms and Conditions

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

Sources: Sales Contracts, Sales Contracts

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

Sources: Purchase Agreement (Jointland Development, Inc.), Purchase Agreement (Jointland Development, 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

Sources: 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 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

Sources: Share Purchase Agreement (Home Security International Inc), Share Purchase Agreement (Home Security International Inc)

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and condition▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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

Sources: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement (Agco Corp /De)

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 ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. 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

Sources: Share Purchase Agreement (8x8 Inc /De/), Share Purchase Agreement

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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇. 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

Sources: Share Purchase Agreement, Share Purchase Agreement (Summit Therapeutics PLC)

Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded 5.1 The Warrantors acknowledge that the Purchaser Investor has the right 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 5.2 The Warrantors jointly 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 severally warrant to the intended use of Investor that each and every Warranty is true, accurate and not misleading at 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 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)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 PurchaserDisclosure 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 and, save as otherwise expressly provided, no Warranty shall be limited by reference 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 other Warranty or 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, 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 Investor 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 PurchaserInvestors 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 The Investor shall have the Purchaser acts as representative right to claim in respect of any breach of the Warranties either against the Company or against any of the other Warrantors and/or partly against the Company and partly against any of the other Warrantors and in the case of a third party Claim against the Company no counterclaim or right of contribution or indemnity shall lie against the other Warrantors and fails to disclose in the name case of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours a Claim against any or all of the conclusion other Warrantors no counterclaim or right of this agreementcontribution or indemnity shall lie by any of them against the Company or any other Warrantor. 5.6 Where any Warranty is qualified by the expression "so far as the Warrantors are aware" or words having similar effect, and/or her principal does not ratify this agreement within such Warranty shall be deemed to include a statement that such awareness means both the aforementioned period, actual knowledge of the representative will be personally liable for Managers and also such knowledge which the Managers would have had if they had made reasonable enquiry of all relevant persons. 5.7 The Investor agree among themselves that the following provisions shall (unless they subsequently agree amongst themselves to the contrary acting by way of an Investor Majority) apply in relation to the enforcement of any of the obligations of the Purchaser Warrantors owed to the Investors under this agreement (the "Obligations"): (a) no claim in terms respect of this agreement, any breach of the Obligations shall be brought by any of the Investor without the prior written consent of an Investor Majority provided that all Investor have been informed of the breach of the Obligations and consulted prior to an Investor Majority decision being made; (b) the agreement will costs incurred by any Investor in bringing a claim in respect of any breach of the Obligations shall be regarded as entered into borne by all of the Investors proportionately to their holding of shares in the personal capacity capital of the person who signed this agreement Company at that time; and (c) any damages obtained as Purchaser or on behalf a result of any claim in respect of any breach of the PurchaserObligations will, after deduction of all costs and expenses, be divided amongst the Investor in such proportions. Any 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 bear its proportion of the costs referred to in (b) above (which costs per Investor shall increase rateably for the remaining Investors) nor entitled to any of the damages referred to in (c) above.

Appears in 2 contracts

Sources: Subscription and Shareholders' Agreement, Subscription and Shareholders' Agreement

Warranties. 9.1 In terms SELLER WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH SELLER’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). SELLER MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. 1. BUYER SHALL INSPECT THE PRODUCT SUPPLIED HEREUNDER IMMEDIATELY AFTER DELIVERY. EXCEPT WITH RESPECT TO CLAIMS FOR SHORTAGES[ OR FOR LATENT DEFECTS (AS PROVIDED BELOW)], BUYER’S FAILURE TO GIVE NOTICE TO SELLER OF ANY CLAIM WITHIN […***…] AFTER THE DATE OF DELIVERY SHALL CONSTITUTE UNQUALIFIED ACCEPTANCE OF THE PRODUCT AND A WAIVER BY BUYER OF ALL CLAIMS WITH RESPECT THERETO. Buyer may reject any portion of any shipment of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded Product 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 does not conform to the intended use warranties set forth in the Contract by giving notice to Seller of such claim within […***…] after the goods for residential purposesdate of delivery[; provided, however, that 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 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 case of any special levies Product having latent defects that could not have been raiseddiscovered by Buyer within […***…] of delivery despite reasonable inspection by Buyer, Buyer may reject such Product by giving written notice to Seller of Buyer’s rejection of such Product within […***…] after discovery of such latent defect(s), but such notice may in no event be given later than […***…] after receipt of such shipment]. Whether or not Seller accepts ▇▇▇▇▇’s basis for rejection, Seller will be raisedsupply replacement Products within […***…] of notice of rejection at no additional cost. Within […***…] of receiving any notice of rejection from ▇▇▇▇▇, 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) respond stating whether (a) All amounts payable to it accepts 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 rejection or (b) If it disputes the Trusteesrejection, after registration in which case the parties will refer such dispute to a mutually acceptable independent third party with the appropriate expertise to assess the conformity or non-conformity of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, rejected Product. Such independent third party shall test the Seller applicable Product and shall refund to the Purchaser determine whether such amount when it becomes payable by the PurchaserProducts were conforming or non-conforming. 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 The parties agree that such third party’s determination shall be liable for final and binding upon the payment thereofparties. The Seller warrants that he is not aware party against whom the independent third party rules shall bear the costs of any testing by 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 formedindependent third party, and if 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 determines that ▇▇▇▇▇▇’s rejection of Product was incorrect, Seller will purchase and fails to disclose pay for both the name of her principal initially rejected and furnish written proof of her mandate within 24 (Twenty Four) hours of the conclusion of this agreementreplacement Products. CLAIMS FOR SHORTAGES MUST BE RECEIVED BY SELLER IN WRITING WITHIN […***…] AFTER DELIVERY OF PRODUCTS. SELLER SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INSPECT ANY SHIPMENT CLAIMED BY BUYER TO CONTAIN A SHORTAGE. SELLER SHALL PROMPTLY DELIVER PRODUCT FOR ANY CLAIMED SHORTAGE WITHIN […***…] AFTER WRITTEN NOTICE OF SUCH SHORTAGE BY SELLER, 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 PurchaserAT SELLERS EXPENSE.

Appears in 2 contracts

Sources: Sales Contract (Horizon Pharma, Inc.), Sales Contract (Horizon Pharma, 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 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

Sources: Shares Purchase Agreement (MIE Holdings Corp), First Amendment and Restatement Agreement (MIE Holdings Corp)

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

Sources: 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

Sources: Standard Terms of Sale, Standard Terms of Sale

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

Sources: 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

Sources: Share Purchase Agreement, Share Purchase Agreement (Live Nation Entertainment, Inc.)

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

Sources: 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

Sources: Stock Purchase and Sale Agreement (Laredo Petroleum - Dallas, Inc.), Stock Purchase and Sale Agreement (Laredo Petroleum Holdings, 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 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

Sources: 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

Sources: Acquisition Agreement (Transmedia Asia Pacific Inc), Acquisition Agreement (Transmedia Europe Inc)

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 ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Jetten, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Montana, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. 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

Sources: Sale & Purchase Agreement (Galapagos Nv), Sale & Purchase Agreement (Charles River Laboratories International Inc)

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

Sources: Share Purchase Agreement (Capital Markets Technologies, Inc.), Share Purchase Agreement (Capital Markets Technologies, 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 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

Sources: Share Purchase Agreement, Share Purchase Agreement (Biopack Environmental Solutions 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

Sources: Asset Purchase Agreement, Asset Purchase Agreement

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

Sources: General Terms and Conditions of Sale, General Terms and Conditions 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 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

Sources: 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 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

Sources: Share Purchase Agreement (Advanced Accelerator Applications S.A.), Share Purchase Agreement (Advanced Accelerator Applications S.A.)

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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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

Sources: Hive in Agreement, Hive in Agreement (Endeavour International Corp)

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 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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

Sources: Share Purchase Agreement (Griffin-American Healthcare REIT II, Inc.), Share Purchase Agreement (Griffin-American Healthcare REIT II, 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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ 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

Sources: Subscription and Shareholders’ Agreement, Subscription and Shareholders’ Agreement (Mimecast LTD)

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

Sources: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement (Jones Group Inc)

Warranties. 9.1 In terms The Agent warrants, represents and undertakes to Rodel as follows: 5.1 The Sale Agreement is valid and enforceable in all respects and in particular: 5.1.1 was completed in every respect before signature; and 5.1.2 was completed within the ambit of the provisions of the Consumer Protection ActAlienation of Land Act No. 68 of 1981, 19 of 2008as amended, insofar as it is recorded that may be applicable, as well as any regulations published thereunder. 5.2 The Agency has, as at the Purchaser has the right to receive goods (date hereof, fully and timeously discharged all its obligations as agent 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 terms of the Consumer Protection Act; Sale Agreement and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard shall continue hereafter to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsdo so. 9.2 5.3 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 agreementall structures thereon, the Seller has made no representation and given no warranties in respect of which constitutes the subject matter of this agreement the Sale Agreement, is fit for the purpose intended and is not subject to any patent or in respect of anything relating thereto latent defects known to the Agent and this sale is accordingly voetstootsnot disclosed to the Purchaser. 9.4 5.4 The Seller warrants Agent is owed the Agent˘s Commission and acknowledges that he/it is not obliged to split or share the Agent˘s Commission with any third party. 5.5 All documents relevant to the Sale Agreement have been delivered to Rodel. 5.6 The Agent is not aware of any special levies that have been raisedfact, matter or circumstance pertaining to the Seller or the Property, which might prevent the Property from being transferred to the Purchaser in accordance with the Sale Agreement or which might cause the Registration Date to be delayed by more than 90 (ninety) days after the Signature Date and shall forthwith notify Rodel in writing in the event of the Sale Agreement being cancelled, or will be raisedif any dispute arises between the parties thereto, after signature of this Agreement but prior or any reason exists as to why the registration of the Property. In transfer may not proceed within the event that a special levy is raised, by way of a special resolution passed by 90 (ninety) day period referred to above. 5.7 The Agent˘s Commission will be payable to the trustees of Agent upon 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) transfer of the Sectional Titles Act of 1986 (Levies) shall be payable by Property into 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 name of the Purchaser. 10.2 If 5.8 Rodel shall not be required to do anything (other than comply with this Agreement) or to pay any amount in order to procure the Purchaser acts transfer of the Property to the Purchaser. 5.9 Save as representative of expressly provided for in the Sale Agreement, no commission or other amount is or shall be due to any agent or other person as a third party and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours result of the conclusion of this agreementthe Sale Agreement. 5.10 The Sale Agreement or any part thereof will not be amended or altered in any way prior to the Registration Date, and/or her principal does without the prior written approval of Rodel. 5.11 The Property is not ratify this agreement within the aforementioned periodsubject to any interdict, the representative will be personally liable for all the obligations caveat of the Purchaser whatsoever nature or attachment in terms of a Warrant of Execution or any similar Court process. 5.12 The Claim or any part thereof is not subject to a prior cession, pledge or similar encumbrance. 5.13 The Agent is not insolvent, nor to the best of his knowledge, have any steps been taken or threatened for the liquidation or sequestration of the Agent˘s estate, whether provisional or final or for the placing of the Agent under judicial management. 5.14 The Agent has no overdue income tax or VAT owed to the South African Revenue Services. 5.15 The Agent has accurately disclosed to Rodel all facts and information relating to the Sale Agreement, the Property, the Seller and the Purchaser which may be relevant to a purchaser of the Claim and the information set out in the Commission Schedule is true and correct. The Agent acknowledges that Rodel has entered into this agreementAgreement in reliance of the warranties set out in this clause, all of which are material, and the agreement will be regarded as entered into in the personal capacity that if any of the person who signed this agreement as Purchaser warranties are or on behalf of become, to any extent, inaccurate or breached, the PurchaserAgent will have committed a fraud against ▇▇▇▇▇.

Appears in 1 contract

Sources: Commission Agreement

Warranties. 9.1 10.1 In terms consideration of the provisions Purchaser entering into this agreement at the request of the Consumer Protection ActVendors, 19 of 2008, it is recorded the Vendors hereby warrant to the Purchaser in the knowledge that the Purchaser has relies upon 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 accuracy 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 each of the Consumer Protection Act; Warranties in entering into this agreement and that they form the Purchaser accordingly acknowledges and records basis of this agreement, that she has satisfied herself, having inspected the goods and having regard (subject only to the intended use limitations contained in clause 12) the Warranties are at the date of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with this agreement be true and accurate in all respects. 9.2 10.2 The Purchaser having satisfied herself benefit of the Warranties may be assigned upon notification in writing to each of the Vendors in whole or in part and without restriction by the person for the time being entitled to them. 10.3 Each of the Warranties shall be construed as a separate and independent warranty and (save where expressly provided to the state contrary) shall not be governed, limited or restricted by reference to or inference from any other terms of this agreement or any other Warranty. 10.4 Any payments made by the Vendors to the Purchaser in respect of claims under the Warranties shall be treated by the parties as a reduction in the Consideration. 10.5 Where any of the Property Warranties is qualified by the expression "so far as the Vendors are aware" or any similar expression, the Vendors shall be deemed to have accepted such awareness as the dwelling in good order Vendors would have after having made all due, diligent and conditioncareful enquiry. 9.3 Save 10.6 It shall not be a defence to any claim under the Warranties that the Purchaser ought to have known about the matter which is the subject of the claim by reason of any investigation or enquiry carried out by the Purchaser or its professional advisors prior to Closing, and the Purchaser shall only be treated as specifically set out being aware of any fact or information Disclosed and the rights and remedies of the Purchaser in respect of any breach of this agreement shall not be affected by any investigation made by or on behalf of the Purchaser into the Business and Assets nor by any other event or matter whatsoever, except a specific and duly authorised written waiver or release given by the Purchaser. 10.7 The Purchaser confirms that, at the date of 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 circumstances that it has recognised will give rise to a claim under the Warranties. 10.8 The Vendors hereby agree with the Purchaser to waive any right which they may have been raisedin respect of any misrepresentation, inaccuracy or will be raised, after signature of this Agreement but prior to registration omission in or from any information or advice supplied or given by any of the Property. Transferring Employees in enabling the Vendors to give the Warranties, to prepare the Disclosure Letter and to enter into this agreement. 10.9 In the event that the Purchaser shall recover any amount from any person in respect of any matter giving rise to a special levy is raisedclaim under the Warranties, by way the amount of a special resolution passed the claim under the Warranties shall be reduced by the trustees of the body corporateamount so recovered less all reasonable costs, 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 charges 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 expenses properly incurred by the Purchaser in recovering that sum from date of Transfer such other person. 10.10 The Purchaser shall provide the Vendors with all reasonable assistance and information reasonably required by the Vendors in any circumstances where applicable the Vendors take any action, institute any proceedings, seek to enforce any contract, or make any claim against a pro-rata share third party in relation to any matter which may give rise to a given month. Any Special Levy so authorised by claim under 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 resolutionWarranties. 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

Sources: Sale and Purchase Agreement (Dovebid Inc)

Warranties. 9.1 In terms 2.1 Subject to clause 2.2, each Warrantor severally (not jointly or jointly and severally) warrants to the Purchaser that so far as he is actually aware each of the provisions Warranties is true and accurate as at the Effective Time. 2.2 For the purposes of clause 2.1, each Warrantor’s actual awareness shall mean awareness of those facts, matters and circumstances that are within his actual knowledge as at the Effective Time, and each Warrantor shall be deemed for these purposes to have actual knowledge of all facts, matters and circumstances that are within the actual knowledge of each of the Consumer Protection Actother Warrantors as at the Effective Time. For the avoidance of doubt, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (nothing in this instance clause 2.2 shall require any Warrantor to make any other enquiry in respect of the PropertyWarranties. 2.3 The Warranties are qualified by the facts and circumstances fairly disclosed in or by this Deed and/or the Disclosure Documents in each case with sufficient details for a reasonable purchaser to identify the nature and scope of the matters disclosed and references in this Deed to “disclosed” or “Disclosed” shall be construed accordingly. 2.4 The Warrantors’ liability in respect of all Warranty Claims shall be limited or excluded, as the case may be, as set out in Schedule 3 (Limitations on the Warrantors’ Liability), and in column 2 in Schedule 1 (Warrantors), provided that nothing in Schedule 3 (Limitations on the Warrantors’ Liability) that:-shall have the effect of limiting or restricting any liability of a Warrantor in respect of a Warranty Claim arising as a result of his fraud or fraudulent misrepresentation, as read in conjunction with clause 2.5. 9.1.1 are reasonably suitable 2.5 If a Warrantor in good faith forms the view that a matter or liability or circumstance relevant to the Warranties or any of them is not material in the context of a Warranty qualified by materiality or is unlikely to give rise to a Warranty Claim meeting the requirements of paragraph 1.1 of Schedule 3 (Limitations on the Warrantors’ Liability), the decision not to make (and the failure to make) a disclosure of it in the Disclosure Documents or 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 Warranties shall not of itself result in any fraudulent misrepresentation or fraud on the part of the Warrantors or any of them for the purposes of this Deed. 2.6 The Purchaser accordingly acknowledges and records agrees 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 save 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 expressly set out in this agreementDeed or the other Transaction Documents or otherwise agreed in writing that, the Seller has made no representation and given no warranties in respect none of the subject matter of this agreement Warrantors gives any warranty, representation 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 undertaking as to the accuracy or completeness of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration information (including any of the Property. In the event that a special levy is raisedforecasts, by way estimates, projections, statements or interest of a special resolution passed by the trustees statements 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) (aopinion) 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 provided to the Purchaser such amount when it becomes payable by or any of the Purchaser. If after acceptance hereof but before transfer is effected’s advisors, the Trustees passes any resolution imposing funders or agents. 2.7 Any liability for a special levy to cater for any future improvements Warranty Claim paid or otherwise settled by a Warrantor shall be treated as a reduction in his Consideration. 2.8 The Warranties shall continue in full force and effect, subject 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 agreementDeed, 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 Purchasernotwithstanding 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 1 contract

Sources: Management Warranty Deed (Bright Horizons Family Solutions Inc.)

Warranties. 9.1 In terms 5.1 The Managers jointly and severally warrant to the Buyer that each Warranty and Additional Warranty is true and accurate. Without prejudice to the meaning of the provisions foregoing sentence in the case 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 Second Group Managers 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 be given only insofar as that individual is aware of the facts and matters which are the subject of that Warranty. Each of the Warranties are separate and independent representations and the Buyer shall have accepted a separate claim and right of action in respect of every breach provided always that the dwelling in good order and conditionBuyer shall not be entitled to recover twice for loss arising from the same breach. 9.3 5.2 Subject to clause 5.3, if a Warranty is untrue or inaccurate whether or not that Warranty also constitutes a misrepresentation which the Buyer relied on in entering this Agreement: 5.2.1 the Buyer's only remedy in respect of the Warranty is in damages for breach of clause 5.1 (which may include reasonable legal fees if so awarded by a competent Court); 5.2.2 the Sellers (including, for the avoidance of doubt, the Managers) are not liable (in equity or tort, under the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or in any other way) in respect of the misrepresentation save in damages for breach of clause 5.1; and 5.2.3 except as set out in clause 3.5, the Buyer may not terminate or rescind this Agreement as a result of breach of the Warranty or the misrepresentation. 5.3 Clause 5.2 does not affect the Sellers' liability or the Buyer's rights or remedies in respect of a fraudulent misrepresentation. 5.4 The Warranties are qualified by reference to any matter or thing which is fairly disclosed in this Agreement, or is fairly disclosed in the Disclosure Letter or in any of the documents annexed to the Disclosure Letter. 5.5 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 5.6 Save for any claims in respect of any breach of the warranties or any delay in the discovery of such breach, arising as specifically a result of fraud, schedule 5 operates to limit or exclude, as the case may be, the Managers' liability for Relevant Claims. Provided always that the limitation contained in paragraph 3 of schedule 5 shall continue to apply in respect of all Managers except those guilty of such fraud. 5.7 The Managers waive any right which they may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by a Group Company or a director, officer or employee of a Group Company for the purpose of assisting the Managers to make a representation, give a Warranty or prepare the Disclosure Letter and the Managers undertake to the Buyer not to bring any claim to enforce any such right. 5.8 Between the execution of this Agreement and Completion the Managers shall ensure that each Group Company shall (unless the Buyer otherwise consents): 5.8.1 not create, allot, issue, acquire, repay or redeem any share or loan capital or agree, arrange or undertake to do any of those things or acquire or agree to acquire, an interest in a corporate body, association or partnership; 5.8.2 operate its business only in the ordinary course of business (consistent with past custom and practice in the previous year) and so as to maintain that business as a going concern; 5.8.3 not acquire or dispose of, or agree to acquire or dispose of, an asset except in the usual course of its business (consistent with past custom and practice since 30 March 1996) or assume or incur, or agree to assume or incur, a liability, obligation or expense (actual or contingent) except in the usual course of its business; 5.8.4 not declare, pay or make a dividend or distribution or make any other payment to any Seller or person connected with a Seller save for a payment by way of remuneration or repayment of expenses in the ordinary course of business; 5.8.5 not pass a shareholders' resolution; 5.8.6 not create, or agree to create, an Encumbrance over the Property or another asset or redeem, or agree to redeem, an existing Encumbrance over the Property or another asset; 5.8.7 not amend the terms of employment or engagement (except in the usual course of business) of a Manager or provide or agree to provide a gratuitous payment or benefit to a Manager (or any of their dependants); 5.8.8 not start litigation or arbitration proceedings save that this shall not apply in relation to the litigation matters disclosed in the Disclosure Letter; 5.8.9 not compromise, settle, release, discharge or compound litigation or arbitration proceedings or a liability, claim, action, demand or dispute, or waive a right in relation to litigation or arbitration proceedings save that this shall not apply in relation to the litigation matters disclosed in the Disclosure Letter; 5.8.10 conduct its business in all material respects in accordance with all applicable legal and administrative requirements in any jurisdiction; 5.8.11 not enter into an agreement, arrangement or obligation (legally enforceable or not) in which the Sellers or a person connected with any of them is interested; and 5.8.12 not authorise or agree to take any of the foregoing action. Provided that nothing in this clause 5.8 shall prevent the issue of C Redeemable Shares in the Company or the execution of the Employment Contracts. 5.9 The Warranties and the Additional Warranties shall be deemed to be repeated immediately before Completion as if made at such time. Between execution of this Agreement and Completion the Managers shall notify the Buyer if any of them becomes aware of a fact or circumstance which would constitute a breach of clause 5. 1. Provided that for the avoidance of doubt this clause shall only give the Buyer the right to terminate this Agreement for the non-fulfilment of the condition in clause 3.1.5 and it shall not give the right to bring an action in damages against the Managers unless they knowingly breach the obligation to notify 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. 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

Sources: Agreement for the Sale and Purchase of Micromass Limited (Waters Corp /De/)

Warranties. 9.1 (A) In terms consideration of the provisions of Placing Agent entering into this Agreement and agreeing to perform its obligations under this Agreement, the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) Company represents and warrants that:- 9.1.1 are reasonably suitable for (i) the purposes for which Placing Shares will be allotted and issued under the goods are generally intended; 9.1.2 are of good quality, general mandate as mentioned in good working order Recital (C) 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 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 conditions set out in this agreementClause 4(D) being satisfied, the Seller Company has made no representation the necessary power and given no warranties in respect authority, and has obtained all necessary consents, to enable it to allot and issue the Placing Shares under this Agreement; (ii) this Agreement constitutes valid and legally binding and enforceable obligations of the subject Company; (iii) the Placing Shares will on allotment and issue be free from all liens, charges, encumbrances, equity and third party rights of whatsoever nature and together with all rights attaching thereto as at the date of such allotment, including the rights to receive all dividends and other distributions which may be declared, made or paid after the Completion Date; (iv) all statements of fact contained in the Announcement are true and accurate in all respects and not misleading in the context of the Placing, all statements of opinion, intention or expectation of the directors of the Company in relation to the Company or any of its subsidiaries contained in the Announcement are truly and honestly held and have been made after due and careful consideration, and there is no other fact or matter the omission of this agreement which would make any statement in the Announcement misleading or which is otherwise material in respect the context of anything relating thereto and this sale is accordingly voetstootsthe Placing. 9.4 (B) The Seller Company represents and warrants that each of the Warranties is true and acknowledges that he/it is accurate and not aware misleading in any material respect as given as of any special levies that have been raised, or will be raised, after signature the date of this Agreement but prior to registration and as of the Property. In Completion Date and as if given at all times between 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 and the Completion Date. (C) The Company shall forthwith notify the Placing Agent of any event or series of events, matter or circumstance which may arise or become known to registration the Company between the date of this Agreement and the Completion Date, which:- (i) has rendered, renders or is likely to render any of the PropertyWarranties untrue, it misleading or inaccurate; or (ii) has caused, causes or is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according likely to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser. 9.5 Levies and Special Levy (if any)cause any material adverse effect on:- (a) All amounts payable to the Body Corporate in terms business, operations, properties, assets, liabilities, earnings, financial position or prospects of Section 37(1) any member 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 PurchaserGroup; or (b) If the Trusteesability of the Company to perform or observe its obligations or undertakings under this Agreement. (D) The Company shall use its best endeavours to procure that no member of the Group will do or omit to do anything which would or could render any of the Warranties to be untrue or incomplete, after registration of transfer imposes a special levy to meet expenses which have been underestimated for if repeated at any period up time before the Completion Date, with reference 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 resolutionfacts and circumstances then prevailing. 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

Sources: Placing Agreement

Warranties. 9.1 In terms Each Debtor warrants that as of the date hereof (or as of the date such Debtor becomes a party hereto by delivering a counterpart hereof) and as of each date on which the representations and warranties under the Credit Agreement and the other Loan Documents shall be made: (i) no financing statement (other than any which may have been filed on behalf of the Agent or in connection with liens expressly permitted by the Credit Agreement (“Permitted Liens”)) covering any of the Collateral is on file in any public office; (ii) such Debtor is and will be the lawful owner of all Collateral in which it has granted a security interest hereunder, free of all liens and claims whatsoever, other than the security interest hereunder and Permitted Liens, with full power and authority to execute this Agreement and perform such Debtor’s obligations hereunder, and to subject such Collateral to the security interest hereunder; (iii) all information with respect to such Collateral set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Debtor to the Agent or any Lender is and will be true and correct in all material respects as of the date furnished; (iv) such Debtor’s state of incorporation/organization, organizational identification number, chief executive office and principal place of business are as set forth on Schedule I hereto (and such Debtor has not maintained its chief executive office and principal place of business at any other location at any time after January 1, 2001); (v) each other location where such Debtor maintains a place of business is set forth on Schedule II hereto; (vi) except as set forth on Schedule III hereto, such Debtor is not now known and during the five years preceding the date hereof has not previously been known by any trade name; (vii) except as set forth on Schedule III hereto, during the five years preceding the date hereof such Debtor has not been known by any legal name different from the one set forth on the signature pages of this Agreement nor has such Debtor been the subject of any merger or other corporate reorganization; (viii) such Debtor is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or a limited liability company duly formed and validly existing under the laws of the state of its organization; (ix) the execution and delivery of this Agreement and the performance by such Debtor of its obligations hereunder are within such Debtor’s corporate or limited liability company powers, have been duly authorized by all necessary corporate or limited liability company action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the charter or by-laws or other organizational documents of such Debtor or of any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon such Debtor; (x) this Agreement is a legal, valid and binding obligation of such Debtor, enforceable against such Debtor in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (xi) such Debtor is in compliance in all material respects with the requirements of all applicable laws (including the provisions of the Consumer Protection Fair Labor Standards Act), 19 rules, regulations and orders 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 Actevery governmental authority; and the Purchaser accordingly acknowledges (xii) each Debtor that owns Motor Vehicles covered by certificates of title is 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 continue 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 business of the person who signed this agreement as Purchaser or on behalf selling goods of the Purchaserthat kind. 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

Sources: Security Agreement (Carmax Inc)

Warranties. 9.1 In terms 7.2.1. The Warrantors warrant and represent to and undertake with the Purchaser in relation to each member of the provisions Group in the terms set out in the Fourth Schedule --------------- (provided however that each of the Consumer Protection Act, 19 Principal Vendors warrant and represent and undertake with the Purchaser in the terms set out in warranties 1.1 and 1.2 of 2008, it is recorded the Fourth Schedule) subject only to any exceptions fairly --------------- disclosed in the Disclosure Letter and any matter expressly provided for in this Agreement. 7.2.2. The Warrantors acknowledge that the Purchaser has entered into this Agreement in reliance upon (inter alia) the right Warranties. 7.2.3. Each of the Warranties is separate and independent and is not limited by reference to receive goods (any other paragraph of the Fourth Schedule 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 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 Agreement --------------- (other than the provisions of this clause 7) or the Consumer Protection Act has been complied with in all respectsDeed of Tax Covenant. 9.2 7.2.4. Subject to Clause 7.2.1 and 7.13 a Warranty Claim may be made by the Purchaser for a Breach of the Warranties whether or not the Purchaser knew of or could have discovered the Breach (whether by any investigation made by him or on its behalf into the affairs of the Group or otherwise) prior to signing this Agreement . 7.2.5. The benefit of the Warranties may be assigned in whole or in part and without restriction by the person for the time being entitled to them at any time following the second anniversary of Completion provided that no assignee shall be entitled to a greater sum of damages or other compensation than the sum to which the Purchaser having satisfied herself as would have been entitled had it not assigned the benefit of the Warranties and provided further that any such assignee shall be required to adhere to the state provisions of this Clause 7, relating to limitations on liability, undertakings regarding the Property shall be deemed to have accepted the dwelling in good order and conditionconduct of claims etc. 9.3 Save as specifically set out in this agreement, 7.2.6. Any payments made by the Seller has made no representation and given no warranties Warrantors to the Purchaser in respect of claims under the subject matter Indemnities, Warranties or under the Deed of this agreement or Tax Covenant shall so far as possible be treated by the parties as a reduction in respect of anything relating thereto and this sale is accordingly voetstootsthe consideration for the Shares. 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 Property7.2.7. 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 sums 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 Warrantors under this Agreement shall be liable for paid free and clear of all deductions or withholdings unless the payment thereof. The Seller warrants that he deduction or withholding is not aware of any such pending resolutionrequired by law. 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

Sources: Sale and Purchase Agreement (Trintech Group PLC)

Warranties. 9.1 In terms 6.1 The Company warrants to the Buyer that each of the provisions Warranties (except for the Warranties set out under paragraph 2 of Schedule 5) is true and accurate in all respects and is not misleading at the date of this Agreement. 6.2 Each Seller severally warrants to the Buyer and in relation only to himself that each of the Consumer Protection Act, 19 Fundamental Warranties is true and accurate in all respects and is not misleading at the date of 2008, it this Agreement. 6.3 It is recorded that acknowledged and agreed that: 6.3.1 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 aggregate liability of the Consumer Protection Act; Sellers, the Other Sellers, the Outstanding Sellers 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 Company in respect of all and any Claims for breach of Warranty (other than a breach of a Fundamental Warranty) (and including, for the subject matter avoidance of this agreement doubt, any payment made by the Sellers, the Other Sellers and the Outstanding Sellers, pursuant to Clause 6.3.3) or of the Relevant Sellers under the Tax Covenant and for all costs shall be limited to and shall in no event exceed the Escrow Amount. 6.3.2 the Buyer agrees that its sole recourse in respect of anything relating thereto any Claim (including a claim under the Tax Covenant and including all costs) shall be against the Escrow Stock and Escrow Cash in the Escrow Account. Accordingly, notwithstanding that the Warranties (other than the Fundamental Warranties) are given by the Company, the Sellers agree that the Buyer shall have recourse for Claims (including claims under the Tax Covenant but other than a breach of a Fundamental Warranty) against the Escrow Account in accordance with the terms of this sale is accordingly voetstootsAgreement. The Buyer agrees it shall not be entitled to recover any amount in respect of any breach of Warranty from the Company. 9.4 The Seller warrants and acknowledges that he/it is not aware 6.3.3 in the event of any special levies that have been raisedClaim for a breach of any of the Warranties or any claim under the Tax Covenant, each of the Sellers (and each of the Other Sellers under the Short Form SPA) severally covenants in his respective Percentage Portion to pay to the Buyer an amount equal to what would, but for Clause 6.3.2 be the Company's liability, or will to pay an amount equal to the Relevant Sellers' liability, in respect of that breach of Warranty or under the Tax Covenant (as appropriate), any such amount to be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, satisfied solely by way of a special resolution passed payment of Escrow Cash and/or transfer of Escrow Stock from the Escrow Account. 6.4 The Warranties shall not in any respect be extinguished or affected by Completion. 6.5 In the event of any breach of the Warranties (excluding the Tax Warranties and the Fundamental Warranties) (and without restricting the rights or ability of the Buyer to claim damages on any bases available to it) the Company shall pay on demand to the Buyer through the Escrow Account: 6.5.1 the amount by which the value of any asset or assets of the Company is or are less than or (as the case may be) the amount by which any Losses of the Buyer and/or the Company is or are greater than would have been the case if there had been no such breach of the Warranties (excluding the Tax Warranties); or 6.5.2 the amount by which the value of the Shares is less than would have been the case if there had been no such breach of the Warranties (excluding the Tax Warranties), together with an amount equal to any Losses of the Buyer and/or the Company that it would not have incurred or that would not have existed if there had been no such breach but, for these purposes, Losses shall only include direct losses and shall not include the amount of any benefit reasonably expected to be obtained by the trustees Buyer or, as the case may be, the Company which, by reason of the body corporatebreach or the matters giving rise to the breach, after date was not or will not be obtained in whole or in part. 6.6 The Sellers undertake to the Buyer that, in the event of signature any claim being made against them arising out of or relating to this Agreement, they will not make any claim against the Company or the Subsidiary or against any director, officer or employee of the Company or of the Subsidiary on which or on whom it may have relied before agreeing to any terms of this Agreement but prior to registration or authorising any statement in the Disclosure Letter save that nothing herein shall prevent a Seller bringing an action for a contribution for a breach of this Agreement or under the Property, it is agreed that Tax Covenant against any other Seller (or Other Seller or Outstanding Seller) who may also be liable under this Agreement or 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 Tax Covenant in relation to the matters the subject of such Claim or Tax Covenant claim notwithstanding that such other Seller (or Other Seller or Outstanding Seller) may be a given monthdirector, officer or employee of the Company or of the Subsidiary. 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 transferThe Company, 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 Subsidiary and any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over director, officer or employee may enforce 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 agreementClause 6.6 in accordance with the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, and provided that, as a condition precedent thereto, any such third party shall: 6.6.1 obtain the agreement will be regarded as entered into in the personal capacity prior written consent of the person who signed Buyer; and 6.6.2 not be entitled to assign its rights under this agreement as Purchaser or on behalf of the PurchaserClause 6. 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

Sources: Share Purchase Agreement (EGAIN 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 6.1. Subject to receive goods (any limitations contained in this instance Agreement, 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 warrant 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, Buyer by way of an independent warranty (selbständiges Garantieversprechen) under Section 311 (1) of the Civil Code that each of the Sellers’ Warranties is true and correct as of the Signing, unless such warranties correspond to a special resolution passed different date set forth in the heading or body of such warranties (in which case the referenced warranty is, or referenced set of warranties are, true and accurate as of such other date), and except as expressly qualified herein or in the Disclosure Schedule. The Sellers’ Warranties are given by the trustees of the body corporateSellers jointly and severally (als Gesamtschuldner), after date of signature of this Agreement but prior to registration of the Property, it is agreed provided 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)Sellers’ Warranties given under clause 6.1.1 (a) All amounts payable are given by each Seller only with respect to such Seller’s Shares. 6.1.1. Status and Capacity of the Sellers as of Signing and Closing (a) The Sellers are the sole and exclusive legal and beneficial owners of the Shares. The Shares are free and clear of any and all Liens of any nature or kind, including any agreement, understanding, or restriction affecting voting rights or other incidents of legal or beneficial ownership pertaining to the Body Corporate in terms of Section 37(1Shares. The Sellers have the absolute and unconditional right (Verfügungsberechtigung) to sell, assign, transfer and deliver the Shares to the Buyer, and upon the Closing, assuming that upon its execution the Agreement will constitute valid and binding agreements of the Sectional Titles Act of 1986 (Levies) shall be payable by Buyer, the Purchaser from date of Transfer Buyer will own the entire right, title 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 interest to the PurchaserShares, free and clear of all Liens of any nature whatsoever. (b) If The Sellers have the Trusteesauthority to execute this Agreement and perform their obligations under and the transactions contemplated in this Agreement. The shares held by each of the Sellers do not represent all or almost all (greater than 80%) of such Seller’s assets (Aktivvermögen). (c) The execution, after registration delivery and performance of transfer imposes a special levy this Agreement by the Sellers do not and - assuming the correctness of any information provided by, and exclusively under the control of the Buyer, which is necessary to meet expenses make such statement - will not (i) violate or require any registration, qualification, consent, approval, or filing under, (A) any Law, or (B) any judgment, injunction, order, writ or decree of any court, arbitrator or Competent Authority by which the Sellers or the Shares may be bound, or (ii) conflict with the governing documents of the Company. (d) No insolvency proceedings have been underestimated commenced against the Sellers, nor has an insolvency administrator, liquidator or similar officer been appointed with respect to any or all of the Sellers’ assets. 6.1.2. Organization, Standing and Power of the Company as of Signing and Closing (a) The Company is a Gesellschaft mit beschränkter Haftung duly incorporated and validly existing under the Laws of Germany, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as conducted as of Signing. (b) The Company does not now own, and has not in the past owned, directly or indirectly, any shares, equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any period up shares, equity, membership, partnership or similar interest in, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated. (c) A true and accurate copy of the Company’s articles of association is attached to this Agreement as Exhibit A. 6.1.3. Capitalization of the Company as of Signing and Closing (a) The registered share capital (Stammkapital) of the Company amounts to EUR25,050.00, which consists of the six uncertificated Shares. No shares are held in the treasury of the Company. (b) All of the Shares are duly authorized, validly issued, fully paid, nonassessable and free of any preemptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance or redemption of any of its shares or share capital to which the Sellers and/or the Company is or will be a party or which are binding upon the Sellers and/or the Company. (c) No insolvency proceedings (Insolvenzverfahren) concerning the Company are pending (eröffnet) and, to the date knowledge of registration the Sellers, no circumstances exist which would require the application for insolvency proceedings concerning the Company. 6.1.4. No Default or Violation as of transferSigning and Closing The execution, the Seller shall refund to the Purchaser such amount when it becomes payable delivery and performance of this Agreement by the Purchaser. If after acceptance hereof but before transfer is effected, Sellers do not and - assuming 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 correctness of any such pending resolution. 9.6 The Seller hereby discloses information provided by the Buyer in that regard - will not (a) violate or require any registration, qualification, consent, approval, or filing under, (i) any Law, or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator or Competent Authority by which the Company or any of its assets or properties may be bound, or (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a real right of extension over default under, result in the scheme, is registered in favour acceleration of the Body Corporate/Developer and performance of the Purchaser is hereby informed Company’s obligations under, result in the vesting or enhancement of such right accordinglyany other Person’s rights under, or result in compliance with section 25 the creation of any Lien upon any of the Company’s properties, assets, or businesses pursuant to (14i) the Company’s articles of Act 95 association or (ii) any indenture, mortgage, deed of 1986. 10.1 If the Purchaser acts as trustee for a companytrust, close corporation license, permit, approval, consent, franchise, lease, contract, or other legal person instrument or agreement to be formed, and such entity which the Company is not formed within 30 (Thirty) days a party or by which the Company or any of the conclusion of this agreementCompany’s properties or assets is bound, except those matters for which a consent 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 Purchaserwaiver has been obtained. 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

Sources: Sale and Transfer Agreement (Abiomed 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 must inform the Vendor of its intention to cancel an Order by making a clear statement. If the Customer wishes to cancel an Order, 19 the Customer may use the form on Contact or complete the Model Cancellation Form attached at Appendix 1 and post or email it to the Vendor at the addresses given below in article 10. The Customer’s cancellation of 2008, it is recorded 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, Customer is requesting reimbursement from the Vendor have been returned to the Vendor without undue delay and in good working order any event within 15 (fifteen) days from the day on which the Customer communicated its intention to return and free of defects; 9.1.3 comply in general keeping with the requirements terms 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 conditions which are set out in article 6.3 below. Should this agreementbe the case, the Seller has made no representation and given no warranties in respect Vendor shall reimburse the Customer by the same means of payment that the Customer used for the initial transaction unless expressly agreed otherwise. In any event, the Customer will not incur any fees as a result of the subject matter reimbursement. The Vendor shall, within 14 (fourteen) days 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 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 being notified of the conclusion thereofCustomer’s decision to cancel, reimburse the Customer the total amount paid for the rejected goods, as well as the least expensive outbound shipping and delivery costs in respect of those rejected goods. If the goods returned proof to be defect or in any other way have a lesser value other than from what may be expected of a general inspection of the goods, the trustee consumer is liable and shall be personally liable for all pay compensation equaling the obligations lost value 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 Purchasergoods. 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

Sources: Terms and Conditions of Sale

Warranties. 9.1 In terms 3.1 The Company and 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 Existing Shareholders severally warrants to the intended use Investor that each Warranty is true, accurate and not misleading in any material respect as at the date of the goods for residential purposesthis Agreement, and 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 Warranties shall be deemed repeated on the Tranche 1 Subscription Date and the Tranche 2 Subscription Date with reference to have accepted the dwelling facts and circumstances in good order and conditioneach case then prevailing. 9.3 Save 3.2 The Company and each of the Existing Shareholders acknowledges that the Investor is entering into this Agreement in reliance on each of the Warranties which has also been given as specifically set out in this agreement, the Seller has made no a representation and given no warranties with the intention of inducing the Investor to enter into this Agreement. 3.3 Each of the Warranties is qualified by matters fairly and specifically disclosed in the Disclosure Letter corresponding to such Warranty as at the date of this Agreement, and the Company and the Existing Shareholders shall be entitled to update the Disclosure Letter if they become aware that any event has occurred or matter has arisen which results or may result in any of the Warranties being untrue, inaccurate or misleading in any material respect as at the Tranche 1 Subscription Date or Tranche 2 Subscription Date (as applicable). 3.4 Each Warranty is to be construed separately and independently and (except where this Agreement provides otherwise) is not limited by another provision of this Agreement or another Warranty. 3.5 A reference in Schedule 9 of this Agreement or the Disclosure Letter to a person's knowledge, information, belief or awareness is deemed to include knowledge, information, belief or awareness the person would have had if the person had made reasonable enquiries of persons of whom he or she should reasonably have enquired. 3.6 Except for claims in respect of a breach of Warranty arising as a result of fraudulent, dishonest or negligent conduct on the subject matter part of the Company or the relevant Existing Shareholder: 3.6.1 the aggregate liability of each Existing Shareholder for all claims pursuant to the Warranties and the SPA Warranties shall not exceed the amount set opposite his or her name in column (4) of Schedule 1 with respect to claims made from and including the Tranche 1 Subscription Date; 3.6.2 the aggregate liability of the Company for all claims pursuant to the Warranties shall not exceed: (i) (pound)1,500,000 with respect to claims made from and including the date of this agreement or Agreement up to the Tranche 1 Subscription Date; (ii) (pound)2,000,000 with respect to claims made from and including the Tranche 1 Subscription Date (subject to fulfilment by the Investor of its obligations under clause 4.1.1 of this Agreement) up to the Tranche 2 Subscription Date; and (iii) (pound)9,000,000 with respect to claims made from and including the Tranche 2 Subscription Date (subject to fulfilment by the Investor of its obligations under clauses 4.3.1 and 4.3.3 of this Agreement); 3.6.3 neither the Company nor the Existing Shareholders (taken as a whole) shall be liable in respect of anything relating thereto and this sale a claim for breach of Warranty or, in the case of the Existing Shareholders only, any of the SPA Warranties unless the amount of the claim exceeds (pound)50,000; and 3.6.4 unless the Investor's discovery of the breach of the Warranty 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, delayed to more than two years after signature the date of this Agreement but prior to registration (in the case of the Property. In Warranties given on the event that date hereof), the Tranche 1 Subscription Date (in the case of the Warranties deemed repeated on the Tranche 1 Subscription Date) or the Tranche 2 Subscription Date (in the case of the Warranties deemed repeated on the Tranche 2 Subscription Date) as a special levy is raisedresult of fraudulent, by way dishonest or negligent conduct on the part of the Company or the relevant Existing Shareholder, neither the Company nor an Existing Shareholder shall be liable in respect of a special resolution passed by the trustees claim for breach of a Warranty unless he, she or it has been given written notice of the body corporate, after claim within two years of the date of signature of this Agreement but prior to registration (in the case of the Property, it is agreed that Warranties given on the special levy will be paid: * jointly by date hereof) the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by Tranche 1 Subscription Date (in 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) case of the Sectional Titles Act Warranties deemed repeated on the Tranche 1 Subscription Date) or the Tranche 2 Subscription Date (in the case of 1986 the Warranties deemed repeated on the Tranche 2 Subscription Date) (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share except that 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 Tax Warranties this period up to shall be six years from 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 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, Tranche 1 Subscription Date or the entity does not ratify this agreement within 30 Tranche 2 Subscription Date (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 Purchaserapplicable)). 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

Sources: Subscription and Shareholders Agreement (Seachange International Inc)

Warranties. 9.1 In 7.1 SUBJECT to matters fully, fairly and accurately disclosed in the Disclosure Letter (which matters the Vendor hereby warrants to be true) the Vendor (meaning here each of the three companies comprising the Vendor) hereby jointly and severally warrants and represents to the Purchaser that each of the statements made in Schedule 4 is and will at Completion be true and correct in every particular (and so that none of the paragraphs of Schedule 4 shall be limited or restricted by reference to or inference from the terms of any other of those paragraphs) as terms and conditions of this Agreement (and notwithstanding any information the provisions Purchaser may have received or been given or have had as actual, implied or constructive notice prior to the signing hereof other than fully, fairly and accurately disclosed in the Disclosure Letter) and so that insofar as any of the Consumer Protection Act, 19 said terms and conditions relate in whole or in part to present or past matters 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 fact they shall be deemed to have accepted constitute representations upon the dwelling in good order and conditionfaith of which the Purchaser has entered into this Agreement. 9.3 Save as specifically set out in this agreement, 7.2 If there shall be any breach of any of the Seller has made no representation and given no said warranties or representations the Purchaser shall (without prejudice to any other rights it may have) be entitled to compensations in respect of any loss resulting from such breach. If at any time after Completions any matter the subject matter of a warranty hereinafter set out was not as warranted and the Vendor is in breach of warranty in respect thereof and the effect of such breach is that either: (a) the value of an asset of the Business is less than its value would have been had there been no such breach of warranty; (b) the Purchaser has incurred or incurs any liability or contingent liability which would not have been incurred had there been no such breach of warranty; then the Vendor will make good to the Purchaser the amount of the diminution in the value of the asset(s) or the loss occasioned by such liability by payment in cash to the Purchaser together with all costs (including reasonable legal costs on an indemnity basis) and charges and expenses incurred or payable by the Purchaser either before or after the 10 commencement of any action in connection therewith. 7.3 The benefit of the said warranties and representations contained in this agreement Clause 7 shall be assignable in whole or in respect part to a Holding Company of anything relating thereto and this sale is the Purchaser or a Subsidiary of the Purchaser or of such Holding Company (other than the Purchaser) as those terms are defined in section 736 Companies Act 1985 who shall 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 entitled to enforce them against the Vendor as if he were named 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 as the Purchaser. 9.5 Levies 7.4 The representations and Special Levy (if any) (a) All amounts payable to the Body Corporate warranties contained in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) this Clause 7 and Schedule 4 shall be payable by the Purchaser from date of Transfer continue in full force 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, effect 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 Completion and the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware entitled to take action in respect of any such pending resolution. 9.6 The Seller hereby discloses that a real right breach of extension over the scheme, is registered in favour any of the Body Corporate/Developer representations and warranties given by the Vendor known to or discoverable by the Purchaser before Completion 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 rights of the Purchaser in terms of this agreementshall not be affected by Completion, and the agreement will be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser by any investigations made by or on behalf of the PurchaserPurchaser into the Activity, by the Purchaser failing to exercise or delaying in exercising any right or remedy or by anything else except a specific authorised written waiver or release and no single or partial exercise of a right shall preclude a further or other exercise. 10.2 If 7.5 Reference in any Warranty to 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 knowledge, information or belief of the conclusion of this agreement, and/or her principal does not ratify this agreement within Vendor or the aforementioned period, the representative will be personally liable for all the obligations awareness of the Purchaser in terms of this agreement, Vendor or similar means that the Vendor has made full and proper enquiry into the agreement will be regarded as entered into in the personal capacity subject of the person who signed this agreement as Purchaser or on behalf Warranty of: (i) the Directors of ORL; (ii) the Purchaser.Transferring Employees;

Appears in 1 contract

Sources: Asset Sale Agreement (California Microwave Inc)

Warranties. 9.1 In terms of 7.1 Subject to the exceptions limitations provisions of and restrictions in this Clause the Consumer Protection Act, 19 of 2008, it is recorded that Warrantors:- 7. 1.1 covenant with 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 indemnify 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 keep indemnified the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods its successors 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 assigns free from 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 liability in respect of the liabilities claims costs and expenses referred to but subject matter of this agreement or as mentioned in respect of anything relating thereto Schedule 3 and this sale is accordingly voetstoots7. 9.4 The Seller warrants 1.2 save as fairly and acknowledges accurately disclosed in the Disclosure Letter undertake with and warrant and represent to and for the benefit of the Purchaser that he/it is not aware of any special levies that have been raised, or will be raised, after signature the Warranties in Schedule 4 are true and accurate in all respects at the date of this Agreement 7.2 The benefit of the Warranties may not be assigned by the Purchaser except after Completion to a Group Company provided that on any such assignee ceasing to be a Group Company the Purchaser shall procure that the benefit of the Warranties is assigned to the Purchaser or another Group Company 7.3 The Purchaser is entering this Agreement and will exercise the Option in reliance upon each of the Warranties which the Warrantors acknowledge (but on no other representations or warranties made by the Warrantors or on their behalf to the Purchaser) 7.4 Each of the Vendors hereby undertakes represents and warrants to the Purchaser that:- 7. 4.1 he shall not prior to registration of the Property. In exercise or expiry (whichever is 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(1sooner) of the Sectional Titles Act Option transfer dispose of 1986 charge pledge or encumber in any way his interest in any of the Shares except by a transfer of the entire legal and beneficial interest therein in which case the Vendor in question will procure that before any person (Leviesother than an existing shareholder) shall be payable by the Purchaser from date is registered as a holder of Transfer and where applicable a pro-rata any share in relation to the company such person shall enter into a given month. Any Special Levy so authorised by Deed of Adherence in the Body Corporate has been disclosed by agreed terms and 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 Shares 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 upon Completion be liable for the payment thereof. The Seller warrants that he is not aware sold free 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 liens charges 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.encumbrances

Appears in 1 contract

Sources: Option Agreement (Paracelsian Inc /De/)

Warranties. 9.1 In terms The Seller warrants, represents and undertakes to the Purchaser that the information set out in Schedule 1 and each of the provisions statements set out in Schedule 3 are true, accurate and not misleading in all material respects as of the Consumer Protection Act, 19 date of 2008, it is recorded this Agreement and the Completion Date. 9.2 Each of the Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 3 or by any other term in this Agreement. 9.3 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon 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 voetstootsSeller’s Warranties. 9.4 The Seller warrants and acknowledges shall use its reasonable endeavours to procure that he/(save only as may be necessary to give effect to this Agreement) neither it is not aware nor any Target Group Company shall do, allow or procure any act or omission before Completion which would constitute a breach of any special levies that have been raised, of the Seller’s Warranties if they were given at Completion or will be raised, which would make any of the Seller’s Warranties inaccurate or misleading if they were so given. (A) If after signature the signing of this Agreement but prior to registration Agreement: (i) the Seller becomes aware that any of the Property. In the event that a special levy is raisedSeller’s Warranties was untrue, by way of a special resolution passed by the trustees inaccurate or misleading as of the body corporate, after date of signature signing of this Agreement but prior Agreement; or (ii) any event occurs or matter arises (including any omission to registration act) of which the Seller becomes aware which results or may result in any of the PropertySeller’s Warranties being inconsistent, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaseruntrue, on a pro-rata basis according to date of registrationinaccurate or misleading at Completion, if possible/on an equal basis/by had the Seller/by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable ’s Warranties been repeated on Completion or would reasonably be expected 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 have 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 transferMaterial Adverse Effect, the Seller shall refund forthwith notify the Purchaser in writing and in any event prior to Completion setting out full details of the matter and the Seller shall make any investigation concerning the event or matter and take such action, at its own cost, as the Purchaser may require. (B) Any notification pursuant to this Clause 9.7 shall not operate as a disclosure to the Purchaser Seller’s Warranties and the Seller’s Warranties shall not be subject to 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 resolutionnotification. 9.6 The Purchaser warrants and represents to the Seller hereby discloses that a real right of extension over the schemestatements set out in Schedule 4 are true, is registered accurate and not misleading in favour all respects as of the Body Corporate/Developer date of this Agreement and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986Completion Date. 10.1 If (A) Notwithstanding any other provision to the Purchaser acts as trustee for contrary contained herein, the liabilities of either Party to the other Party under this Agreement shall be limited to a company, close corporation or other legal person maximum aggregate amount of US$78,000,000. (B) No liability shall attach to be formed, and such entity is not formed within 30 (Thirty) days either of the conclusion of this agreement, or Parties where the entity does not ratify this agreement within 30 (Thirty) days total amount of the conclusion thereof, losses or damages suffered by the trustee shall be personally liable for all the obligations of the Purchaser other Party in terms of any claim under 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 is less than US$500,000. 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

Sources: Sale and Purchase Agreement (Cogo Group, 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-­‐▇▇▇▇▇▇.▇▇▇. 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

Sources: Terms and Conditions of Sale

Warranties. 9.1 In terms 7.1 The Buyers enter into this agreement on the basis of, and in reliance on, the Warranties. 7.2 The Seller warrants and represents to each Buyer that each Warranty is true and not misleading on the date of this agreement except as Disclosed. 7.3 The Warranties are deemed to be repeated on each day up to and including the Closing Date and any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to any such repetition, as a reference to each such day. 7.4 The Seller shall ensure that the Seller, the Company and the Company's Subsidiaries, do not do or omit to do anything which would, at any time before or at Closing, be inconsistent with any of the provisions Warranties, breach any Warranty or make any Warranty untrue or misleading. 7.5 Without prejudice to the right of the Consumer Protection ActBuyers to claim on any other basis or take advantage of any other remedies available to it, 19 if any Warranty is breached or proves to be untrue or misleading, the Seller undertakes to pay to the Buyers on demand: (a) the amount necessary to put the Company and each of 2008its Subsidiaries into the position they would have been in if the Warranty had not been breached and had not been untrue or misleading; and (b) all costs and expenses (including, it is recorded that without limitation, damages, legal and other professional fees and costs, penalties, expenses and consequential losses whether directly or indirectly arising) incurred by the Purchaser has Buyers or 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 Company or any 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 its Subsidiaries as a result 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 breach or of the goods for residential purposes, that the provisions Warranty not being true or being misleading (including a reasonable amount in respect of the Consumer Protection Act has been complied with in all respectsmanagement time). 9.2 The Purchaser having satisfied herself as to (c) notwithstanding the state of the Property shall be deemed to have accepted the dwelling in good order foregoing and condition. 9.3 Save save as specifically set out in clause 8.7 of this agreement, the Buyers' right to recover against the Seller has shall in all cases be limited in accordance with clause 5 and must be exercised by providing notice to the Seller prior to the Deferred Consideration Date. A payment made no representation and given no warranties in accordance with the provisions of this clause 7.5 shall include any amount necessary to ensure that, after Taxation of the payment, the Buyers are left with the same amount it would have had if the payment was not subject to Taxation. 7.6 The Buyers are not entitled to recover damages or otherwise obtain restitution more than once in respect of the subject matter same loss. 7.7 If at any time before or at Closing the Seller 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 must immediately: (a) notify the Buyers in sufficient detail to enable the Buyers to make an accurate assessment of the situation; and (b) if requested by the Buyers, use its reasonable endeavours to prevent or remedy the notified occurrence. 7.8 If at any time before or at Closing it becomes apparent that a Warranty has been breached, is untrue or misleading, or that the Seller has breached any other term of this agreement or that in respect either case is material to the sale of anything relating thereto and the Sale Shares, the Buyers may (without prejudice to any other rights they may have in relation to the breach): (a) rescind this sale is accordingly voetstootsagreement by notice to the Seller; or (b) proceed to Closing. 9.4 The 7.9 Warranties qualified by the expression so far as the Seller warrants is aware (or any similar expression) are deemed to be given to the best of the knowledge, information and acknowledges that he/belief of the Seller after it has made all reasonable enquiries. 7.10 Each of the Warranties is separate and, unless specifically provided, is not limited by reference to any other Warranty or anything in this agreement. 7.11 With the exception of matters Disclosed, no information of which the Buyers and/or their agents and/or advisors has knowledge (actual, constructive or imputed) or which could reasonably have been discovered (whether by investigation made by the Buyers or made on their behalf) shall prejudice or prevent any Claim or reduce any amount recoverable thereunder. Notwithstanding the foregoing, the Buyers have conducted their own due diligence on the Company and its subsidiaries, and are not aware of any special levies breach of Warranty by Seller. 7.12 The Seller agrees that have been raised, any information supplied by the Company or will be raised, after signature any of this Agreement but prior to registration its Subsidiaries or by or on behalf of any of the Property. In the event that a special levy is raisedemployees, by way of a special resolution passed by the trustees directors, agents or officers of the body corporate, after date Company and any of signature of this Agreement but prior its Subsidiaries (Officers) to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaseror its advisers in connection with the Warranties, on the information Disclosed in the Disclosure Schedule or otherwise shall not constitute a pro-rata basis according to date of registrationwarranty, if possible/on an equal basis/by the Seller/by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable representation or guarantee as to the Body Corporate in terms accuracy 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 agreementSeller, and the agreement will be regarded as entered into in Seller hereby undertakes to the personal capacity of Buyers 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 it waives any and all the obligations claims which it 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 Purchaser.such claims

Appears in 1 contract

Sources: Share Purchase Agreement (Lenco Mobile 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

Sources: Purchase Order

Warranties. 9.1 In 12.1 The Warrantors each warrant to the Beneficiary 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 warrants to each of the goods and having regard Warrantors in the terms of the Purchaser Warranties. 12.2 The Warrantors shall not (in the event of any claim being made against any of them in connection with the sale of the Shares to the intended use Purchaser and LJL) make any claim against the Company or any of the goods for residential purposesSubsidiaries or against any director or employee of the Company or any of the Subsidiaries on whom any of the Warrantors may have relied before agreeing to any term of this Agreement or of the Tax Deed authorising any statement in the Disclosure Letter, but so that 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 or claiming against any director or employee of the Company personally (and not the Company) in the case of fraud or wilful default. The rights of the Company or any of the Subsidiaries and any director or employer of the Company or any of the Subsidiaries under this sub-clause are subject to the provisions of the Consumer Protection Act has been complied with in all respectssub-clause 17.7 (relating to third party rights). 9.2 The Purchaser having satisfied herself 12.3 Each of the Warranties shall be construed as a separate warranty and is given subject to the state matters which are fairly disclosed in the Disclosure Letter but (save as expressly provided to the contrary) shall not be otherwise limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 12.4 The Warrantors shall immediately disclose to the Purchaser any matter or thing which arises or becomes known to any of them between the date of this Agreement and Completion which is inconsistent with any of the Property shall Warranties or which renders any of them misleading or which, if the Warranties were to be deemed treated as repeated at Completion, would give rise to have accepted the dwelling in good order and conditiona breach of any of them at that time. 9.3 Save as specifically set out in this agreement, 12.5 The rights and remedies of the Seller has made no representation and given no warranties Beneficiary 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 a breach of any special levies that have been raisedof the Warranties shall not be affected by Completion, by the giving of any time or other indulgence by the Beneficiary to any person, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that by any other cause whatsoever except 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 specific waiver or release by the Purchaser from date in writing; and any such waiver or release shall not prejudice or affect any remaining rights or remedies of Transfer and where applicable a pro-rata share the Beneficiary, subject only to Schedule 10. The Purchaser shall have no right to rescind this Agreement in relation to a given monthbreach of Warranties or otherwise. Any Special Levy so authorised by Back to Contents 12.6 Schedule 10 shall apply to limit or exclude, as 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 transfercase may be, the Seller liability of the Warrantors in respect of all Claims (as defined in that Schedule) and Schedule 8 shall refund apply to limit or exclude, as the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effectedcase may be, 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 liability of the Purchaser 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 all Purchaser or on behalf of the PurchaserClaims. 10.2 If 12.7 The ECI Vendors shall have no liability under 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 PurchaserWarranties.

Appears in 1 contract

Sources: Share Purchase Agreement (Lastminute Com PLC)

Warranties. 9.1 In 8.1 Each Key Seller severally warrants to the Buyer in respect of itself only that, subject to the provisions of Schedule 7 (Limitations on Liability): (a) as at the date of this Agreement and at Completion, it has the requisite power and authority (and, if a natural person, legal capacity) to enter into, and to perform its obligations under, this Agreement and the Transaction Documents which are to be entered into by it (each a "Seller Completion Document"); (b) as at the date of this Agreement and at Completion, it has obtained or satisfied all corporate, regulatory and other approvals, or any other conditions, necessary to execute and perform its obligations under each of the Seller Completion Documents; (c) as at the date of this Agreement and at Completion, each of the Seller Completion Documents constitutes or will, when executed by the relevant person, constitute legal, valid and binding obligations of it in accordance with their respective terms; and (d) as at Completion, it is the sole legal and beneficial owner of and is entitled to sell and transfer those Shares listed opposite its name in Schedule 1, Part 1 to the Buyer free from Encumbrances and with all rights attaching thereto at Completion. 8.2 Each of the Warrantors hereby severally warrants to the Buyer and the Guarantor in the terms of the provisions Warranties which shall be given as at the date of the Consumer Protection Actthis Agreement, 19 of 2008, it is recorded that the Purchaser has the right and shall be subject 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 Schedule 7 (Limitations on Liability). 8.3 The Warranties are given subject to matters fairly disclosed in the Consumer Protection Act Disclosure Letter and the Buyer shall accordingly have no claim in respect of any of the Warranties to the extent that such matter is so disclosed in respect of such Warranties. A matter shall be regarded for this purpose as fairly disclosed in the Disclosure Letter only if it is disclosed in the Disclosure Letter or the Disclosure Documents in either case, in such manner and detail to enable a reasonable buyer to make a reasonable assessment of the matter concerned. 8.4 In addition to anything else provided herein, no party shall be liable in respect of any representations, warranties, covenants, agreements, undertakings or other obligations (express, implied, statutory or otherwise) which are made or assumed or deemed to have been made or assumed by him or it in relation to or in connection with the subject matter hereof except for those contained and given or assumed by him or it in this Agreement or any Transaction Documents and each party hereby confirms to the others that neither he nor it has been complied entered into this Agreement or otherwise assumed any other obligations in connection therewith in reliance on any such representation, warranty, covenant, agreement, undertaking or other obligation which is not contained or given or assumed in this Agreement or in a Transaction Document. 8.5 Without limiting Clause 8.4, the Buyer, the Guarantor and Sellers each acknowledge and confirm that they have not entered into this Agreement in reliance on any representation or warranty of any kind whatsoever other than those set out in this Agreement or in the Transaction Documents and each acknowledges that it shall not be entitled to, and each undertakes that it will not, bring any claims under or in connection with this Agreement in relation to any other statement or information provided by any Group Company or Buyer Group or any of their respective directors, officers, partners or employees or any of the Warrantors. 8.6 Nothing in this Agreement shall have the effect of limiting or restricting any liability of a party arising as a result of his own fraud or fraudulent misrepresentation. 8.7 The provisions of this Clause 8 shall remain in force and be fully applicable in all respectscircumstances and in particular shall not be discharged by any breach of the Warranties whatever its nature or consequence. 9.2 The Purchaser having satisfied herself 8.8 Where any Business Warranty is qualified by the words "so far as the Warrantors are aware" or other words to the state of the Property similar effect, such words shall be deemed to have accepted refer to the dwelling in good order and conditionWarrantor's actual awareness at the date of this Agreement, having made reasonable enquiries (including of the other Warrantors). 9.3 Save as specifically set out in this agreement, 8.9 The rights and remedies of the Seller has made no representation and given no warranties Buyer or Guarantor in respect of any breach of the subject matter Warranties shall not be prejudicially affected by the fact that the Minority Seller Shares are sold to the Buyer under the terms of the Minority SPA, and / or the Articles and the Drag Notice. Confidential Portions 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 Exhibit marked as [***] have been raisedomitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, or will be raised, after signature of certain portions this Agreement but prior Exhibit have been omitted pursuant 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(1Item 601(b)(2) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a proRegulation S-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.K.

Appears in 1 contract

Sources: Share Purchase Agreement (STAMPS.COM Inc)

Warranties. 9.1 In terms 6.1 Subject to clause 8 and Schedule 6 each of the provisions Warrantors severally warrants to the Buyer that each Warranty is true and accurate on the date of this agreement, save as Disclosed. The Warranties are given at the date of this agreement save as Disclosed and (save in respect of the Consumer Protection ActWarranties in paragraphs 14.3 (first sentence only), 19 16, 17 and 20 of 2008, it is recorded that Schedule 5 which are given at the Purchaser has the right to receive goods (in date of this instance the Propertyagreement only) 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 be repeated immediately prior to Completion) save as Disclosed and, if and to the dwelling extent clause 8.8(b) applies, save as Supplementally Disclosed in good order accordance with clause 8.8(b). Subject to the following sentence, any liability of a Warrantor for a Due Amount shall be calculated on a pro rata basis in accordance with his or her percentage ownership of the Sale Shares in accordance with clauses 8.6 and condition8.7. The Warranties contained in paragraphs 1, 2.2 and 2.6 of Schedule 5 are provided by each of the Warrantors in respect of himself and in relation to the Sale Shares being sold by him only and no Warrantor shall be responsible for such Warranties to the extent that they relate to any other Seller or the Sale Shares being sold by any other Seller. 9.3 Save 6.2 Where liability is several in respect of any claim under this agreement, whether under the Warranties, the Tax Covenant or otherwise: (a) if any liability of one or some but not all of the Warrantors or the Sellers, as the case may be, is, or becomes, invalid, illegal or unenforceable in any respect, that shall not affect or impair the liabilities of any other of the Warrantors or the Sellers, as the case may be, under this agreement; (b) the Buyer may take such action against any one or more of the Warrantors or the Sellers, as the case may be, or may release or compromise in whole or in part the liability of any one or more of the Warrantors or the Sellers, as the case may be, under this agreement or grant any time or indulgence without affecting the liability of any other of the Warrantors or the Sellers, as the case may be, and (c) other than in respect of a Claim in relation to title to the Sale Shares under clause 3.2 of the agreement or paragraph 2.2 or 2.6 of Schedule 5, or any claim under clause 10 or 11 of this agreement, liability in respect of a claim against one Warrantor, or Seller, as the case may be, shall be deemed to constitute liability in respect of such claim against each other Warrantor, or Seller, as the case may be, but for the avoidance of doubt under no circumstances shall any liability of the Sellers under this agreement be joint and several. 6.3 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. 6.4 Warranties given so far as the Warrantors are aware or to the best of the knowledge, information and belief of the Warrantors or by any similar qualifications are deemed to be limited to matters within the actual awareness of any of the Warrantors on the date of this Agreement. For the avoidance of doubt, the actual knowledge of each Warrantor shall be attributed to each other Warrantor for these purposes. 6.5 Other than in respect of the Warranties set out in paragraphs 4, 7 and 8 of Schedule 5, the Warrantors and the Buyer agree that: (a) the Warranties set out in paragraph 12 of Schedule 5 are the only Warranties given in respect of Intellectual Property; (b) the Warranties set out in paragraphs 2.11, 14 and 18 of Schedule 5 and, to the extent applicable, the Tax Warranties, are the only Warranties given in respect of employees of the Company or any of the Subsidiaries, provided for the avoidance of doubt that, to the extent capable of being made as a Claim under the Tax Warranties, any Claim under the Warranties in relation to Tax in connection with such employees shall be made as a Claim under the Tax Warranties; (c) the Warranties set out in paragraph 15 of Schedule 5 are the only Warranties given in respect of the Properties; (d) the Warranties set out in paragraph 16 of Schedule 5 are the only Warranties given in respect of the Accounts; and (e) the Tax Warranties set out in Part 2 of Schedule 7, paragraph 2.11 of Schedule 5 and, to the extent applicable, paragraphs 14 and 18 of Schedule 5, are the only Warranties given in respect of Tax. 6.6 Subject as specifically set out otherwise provided in this agreement, the Seller has made no representation Warranties shall remain in full force and given no warranties effect notwithstanding Completion. 6.7 The Sellers acknowledge and accept that the Buyer is entering into this agreement in reliance upon the Warranties. 6.8 The Sellers waive any claims which they or any of them might otherwise have against the Company or any Subsidiary and/or any director or employee of the foregoing in respect of the subject matter of this agreement completeness 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 accuracy of any special levies that have been raisedinformation supplied, or will be raisedfor any failure to supply information, after signature of this Agreement but prior to registration all or any 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 transferSellers, 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 Buyer or 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 their respective advisers in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance connection 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, the Tax Covenant, the Disclosure Letter, any Supplemental Disclosure Letter or the entity does not ratify otherwise. 6.9 All sums payable to any party pursuant to 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 agreementpaid without deduction, and the agreement will be regarded withholding set off or counterclaim, save as entered into in the personal capacity of the person who signed this agreement as Purchaser or on behalf of the Purchaserrequired by law. 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

Sources: Exhibit (Ems Technologies Inc)

Warranties. 9.1 In terms 12.1 Subject to clause 12.2, in consideration of the provisions Purchaser entering into this Agreement, the Vendor hereby warrants to the Purchaser that as at the date hereof the Warranties contained in Schedule 3 are true and accurate in all respects. The Vendor undertakes that it will not, between the date hereof and Completion, voluntarily do or omit to do anything which will result in any of the Consumer Protection ActWarranties being breached prior to Completion and will notify the Purchaser immediately if any circumstances arise which have caused or are likely to cause the Warranties to be breached prior to Completion. 12.2 Each of the statements in Schedules is qualified by, 19 and is subject to, those matters fairly disclosed in the Disclosure Letter. 12.3 The Warranties shall not in any respect be extinguished by Completion. 12.4 The Purchaser shall have no claim under this Agreement for damages or compensation in respect of 2008any event, it is recorded matter or circumstance constituting or giving rise to a Relevant Claim or other breach by the Vendor hereunder to the extent that the Purchaser has the right had actual knowledge prior to receive goods (in .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 of the Consumer Protection Act; and the Agreement. The Purchaser accordingly acknowledges and records further confirms to the. Vendor that she has satisfied herself, having inspected the goods and having regard save as may have been disclosed to the intended use of Vendor in writing at 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 voetstoots. 9.4 The Seller warrants and acknowledges that he/Agreement it is not aware of any special levies that have been raised, or will be raised, after signature breach of any of the Warranties. 12.5 A breach by the Vendor of any of the terms of this Agreement but prior to registration of (including 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 (LeviesWarranties) shall be payable give rise only to an action by the Purchaser from date for damages and costs and shall not entitle the Purchaser to rescind or repudiate this Agreement. 12.6 The provisions of Transfer and where applicable a pro-rata share Schedule 4 shall operate so as to limit, qualify or exclude the liability of the Vendor in relation to a given month. Any Special Levy so authorised connection with any Relevant Claim. 12.7 Where any Warranty is qualified by the Body Corporate has been disclosed by expression "so far as the Seller Vendor is aware" or any similar expression, the awareness referred to shall mean the actual awareness of Mike Preston, David Meek and ▇▇▇▇▇▇ ▇▇▇▇an ▇▇▇ ▇▇▇▇ q▇▇▇▇▇▇▇▇▇▇▇▇ ▇hall also assume that the said individuals have made careful enquiry, in the circumstances of this transaction, as to the Purchaser (b) If the Trustees, after registration of transfer imposes a special levy facts and circumstances relevant to meet expenses which have been underestimated for any period up such statement to the date of registration of transfer, the Seller shall refund to the Purchaser ensure that 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 resolutionWarranties are true and accurate. 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

Sources: Agreement for the Sale and Purchase of Business and Assets (Aremissoft Corp /De/)

Warranties. 9.1 In terms 14.1 The Warrantors jointly and severally represent, warrant and undertake to and with the Purchaser that each of the provisions Warranties is now and will at Completion be true and accurate. 14.2 The Warranties are given subject to matters fully, fairly and specifically disclosed in the Disclosure Letter but no other information relating to the Business 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 14.3 The Warrantors acknowledge 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. 14.4 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, the Warrantors hereby jointly and severally undertake to indemnify the Purchaser at all times from and against all and any diminution in terms the value of the Business or the Assets and all and any losses, damages, interest, costs or expenses whatsoever suffered or incurred by the Purchaser as a result of any breach of any of the Warranties including any costs (including legal costs on a solicitor and own client basis), expenses or other liabilities which the Purchaser 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 broken or is untrue or misleading and in which judgment is given for the Purchaser or (ii) the enforcement of any settlement of, or judgment in respect of such claim. 14.5 Each of the 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 nor by anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned. 14.6 Where any statement in the Warranties or any confirmation or certificate given by the Vendors or the Warrantors under or pursuant to this Agreement is qualified by the expression "so far as the Warrantors are aware", "so far as the Vendors are aware", "to the best of the Warrantors' knowledge and belief" or "to the best of the Vendors' knowledge and belief" or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry. 14.7 The Warrantors hereby agree with the Purchaser to waive any rights which they may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by any of the Transferring Employees in connection with the giving of the Warranties and the preparation of the Disclosure Letter. 14.8 The Warrantors shall not, and shall procure that (save only as may be necessary to give effect to this Agreement) none of their respective Associated Companies shall, do, allow or procure any act or omission before Completion which will cause the agreement Warrantors to be in breach of any of the Warranties when given at Completion. 14.9 The Warrantors hereby agree 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: 14.9.1 constitutes a breach of or is inconsistent with any of the Warranties or will constitute a breach of any of the Warranties when given at Completion; or 14.9.2 has, or is likely to have, an adverse effect on the financial position or prospects of the Business. 14.10 The Vendors shall give to the Purchaser and its solicitors and accountants both before and after Completion all such information and documentation relating to the Business and the Assets as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the Warranties. 14.11 The liability of the Warrantors under the Warranties: 14.11.1 shall save in relation to paragraphs 1.7, 2.1 to 2.11 and 7.6 of Schedule 1 (the "ENDURING WARRANTIES") cease after 2 years except in respect of matters which have been the subject of a written claim made before such date by the Purchaser or the Purchaser's Solicitors to the Vendors; 14.11.2 shall in relation to the Enduring Warranties cease after 3 years except in respect of matters which have been the subject of a written claim made before such date by the Purchaser or the Purchaser's Solicitors to the Vendors; 14.11.3 shall be regarded limited to a maximum amount equal to the aggregate amount of the Purchase Price, unless in any case the relevant claim or claims has arisen by reason of fraud, wilful concealment, dishonesty or deliberate non-disclosure on the part of any of the Warrantors or any Associated Company of the Vendors or in any case where the relevant claim(s) is/are material and such claim(s) has/have arisen by reason of fraud, wilful concealment, dishonesty or deliberate non-disclosure on the part of any of their respective agents, officers or employees, in which event there shall be no limit under this Agreement on the amount recoverable by the Purchaser from the Warrantors in respect of such claim or claims or the time within which such claim or claims may be brought. 14.12 The provisions of this Clause 14.12 shall operate to limit the liability of the Warrantors in respect of any claim under or in connection with the Warranties and references to "claim" or "claims" shall be construed accordingly. The Purchaser and the Warrantors agree as entered into follows: 14.12.1 in the personal capacity event that the Purchaser is entitled to recover any sum (whether by payment, discount, credit, set-off or otherwise) from any third party in respect of any matter for which a claim has been made against the Warrantors pursuant to this Clause 14 and in respect of which it has received payment from the Warrantors, the Purchaser shall as soon as reasonably practicable account to the Warrantors in respect of any amount so recovered from such third party (after deduction of all reasonable costs and expenses of the recovery); 14.12.2 in the event that a claim against the Warrantors arises as a result of or in connection with a liability to or a dispute with any third party, the Purchaser shall notify the Warrantors in writing of any such third party claim and take such action as the Warrantors may reasonably require to avoid, resist, contest or compromise any such claim, provided that: 14.12.2.1 the Purchaser is indemnified to its reasonable satisfaction by the Warrantors against any reasonable cost and expenses and any liabilities, penalties and fines which may be incurred by the Purchaser in taking such action; and 14.12.2.2 the Purchaser shall not, in any event, be required to take any steps which would affect the future conduct of the Business, the business of the Purchaser or any member of the UTi Group or affect the rights or reputations of any of them; 14.12.3 any claim made by the Purchaser for breach of Warranty shall be reduced by the amount of any payment made by the Warrantors in respect of the same facts or circumstances pursuant to the other provisions of this Agreement; 14.12.4 nothing in this Agreement shall limit or restrict the Purchaser's general obligation at law to take reasonable steps to mitigate any loss or damage which it may incur in consequence of any matter giving rise to a potential claim under this Agreement; 14.12.5 the Vendors shall be under no liability in respect of a breach of any of the Warranties unless the Vendors shall have received written notice thereof from the Purchaser; and 14.12.6 the Vendors shall be under no liability in respect of any breach of the Warranties if such liability would not have arisen but for something voluntarily done or omitted to be done (other than required by law or pursuant to a legally binding commitment created on or before Completion) by the Purchaser after the Completion Date and otherwise than in the ordinary course of business. 14.13 The Warranties together with any provisions of this Agreement which shall not have been fully performed at Completion shall remain in force notwithstanding Completion. 14.14 If any sum payable by the Warrantors under this Clause 14 shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person who signed this agreement entitled thereto) such payment shall be increased by such an amount as Purchaser shall ensure that after deduction, withholding or on behalf payment of such Tax the Purchaserrecipient shall have received a net amount equal to the payment otherwise required hereby to be made.

Appears in 1 contract

Sources: Asset Purchase Agreement (Uti Worldwide Inc)

Warranties. 9.1 In UNDERTAKINGS ----------------------- (A) The Vendor hereby represents, warrants and undertakes to the Purchaser in the terms set out in Schedule 2 and that at Completion:- (i) the Sale Shares will be free from all rights of pre-emption, options, liens, claims, equities, charges, encumbrances and third-party rights of any nature; (ii) Acewin will be the beneficial owner of a 100% interest in the issued share capital of China Machine; and (iii) China Machine will be the beneficial owner of a 55% interest in the registered capital of the provisions Wuxi Joint Venture. (B) Any material breach of any of the Consumer Protection Actrepresentations, 19 warranties, undertakings or indemnities made or given by the Vendor hereunder which adversely affects the value of 2008the Group occurring before Completion shall, it is recorded in addition and without prejudice to any other rights or remedies available to the Purchaser, entitle the Purchaser to rescind this Agreement without penalty. (C) The Purchaser shall not be entitled to make any claims against the Vendor arising out of or in connection with any breach or alleged breach of the Warranties (any "Warranty Claim") (i) after expiry of the period of two years following the date of Completion except in respect of those matters or circumstances which have been the subject of a claim made hereunder or in respect of those circumstances which may give rise to a claim made hereunder and of which notice has been given to the Vendor on or prior to such date or (ii) where the aggregate amount of that Warranty Claim does not exceed US$100,000. The Vendor's aggregate liability for all Warranty Claims shall not exceed US$13,950,000. (D) insofar as the Warranties relate in whole or in part to matters of fact, they shall constitute representations upon the faith of which the Purchaser has entered into this Agreement and each of the right Warranties shall be construed as a separate Warranty and (save as expressly provided to receive goods the contrary) shall not be limited or restricted by reference to the terms of any other Warranties or any other term of this Agreement. (E) The Vendor hereby undertakes that it will from time to time prior to Completion, promptly notify the Purchaser in this instance writing of any event, circumstance matter or thing of which it becomes aware which is a material breach of or materially inconsistent with any of the PropertyWarranties. (F) that:- 9.1.1 are reasonably suitable Any rights to which the Purchaser may be or become entitled by reason of any of the Warranties and all remedies which may be available to the Purchaser in consequence of any of the Warranties being untrue or misleading or breached shall enure for the purposes for benefit of any wholly-owned subsidiary of the Purchaser 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 has with the requirements and standards contemplated in Section 55 prior written consent of the Consumer Protection Act; and Vendor (not to be unreasonably withheld) explicitly referring to this Clause become the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected beneficial owner for the goods and having regard to the intended use time being of the goods for residential purposes, that the provisions Sale Shares and accordingly any loss which is sustained by such wholly-owned subsidiary in consequence 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 Warranties being untrue misleading or breached shall be deemed to have accepted be that of the dwelling in good order Purchaser and conditionthe Purchaser may bring proceedings and exercise any other remedy on the footing that it has been the beneficial owner of the Sale Shares at all times from Completion. 9.3 Save (G) The Vendor undertakes and agrees:- (i) in the event that the book value of all stock-in-trade and inventory owned by members of the Group as specifically set out at the Completion Date is or has not been fully realised in this agreementcash by the relevant Group Company within a period of nine (9) months after Completion, to pay to the Purchaser, forthwith after the expiration of the said nine-month period, an amount equal to fifty-one percent (51%) of such unrealised value; and (ii) in the event that the book value of any of the accounts receivable (both trade and others, including any debts or loans to third parties) due to members of the Group as at the Completion Date is or has not been fully realised in cash by the relevant Group Company within a period of six (6) months from the date on which such debt or loan becomes due and payable, to pay to the relevant Group Company, forthwith upon expiration of the said six-month period, an amount equal to fifty-one percent (51%) of such unrealised value. (H) Subject to the Vendor's compliance with sub-clause 4(G)(i) and (ii) above, the Seller has made no representation Purchaser agrees to pay to the Vendor a sum equal to all sales proceeds in respect of such stock-in-trade and given no warranties inventory received by the relevant Group Company from time to time after expiration of the said nine-month period referred to in Clause 4(G)(i), and any payments in respect of such accounts receivable received by the relevant Group Company from time to time after the expiration of the relevant period referred to therein and provided always that the total payments by the Purchaser and the Vendor as aforesaid shall not exceed the amounts paid by the Vendor to the Purchaser under sub-clauses 4(G)(i) and (ii) above and the Purchaser shall (subject to indemnity from the Vendor as to 51% of the costs thereof) take such legal or other legal proceedings for the recovery of any book debts or accounts receivable as the Vendor may reasonably require. (1) The Vendor shall procure:- (i) for the Wuxi Joint Venture, a land use rights certificate in respect of the subject matter Site, issued by the Wuxi land bureau in the name of this agreement the Wuxi Joint Venture; (ii) for the Purchaser, written approval from the Wuxi Vibration Isolator Factory of the replacement of those members of the board of directors of the Wuxi Joint Venture who were nominated by China Machine with new directors, selected by the Purchaser and thereafter nominated by China Machine; (iii) for each of the Wuxi Joint Venture and the Wuxi Vibration Isolator Factory, the termination of all contracts and agreements relating to the Wuxi Vibration Isolator Factory Compound Damping Materials Branch Factory( ) the Wuxi Jieda Vibration Isolator Metal Parts Company( ) and the Shanghai Sidalizhen Engineering Company( ) and to arrange for the PRC State Administration for Industry and Commerce either to cancel the business licence of each of these three companies or to revise their registrations to remove as an investor in them the Wuxi Joint venture or the Wuxi Vibration Isolator Factory, as relevant; (iv) within two weeks after Completion, 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 Vulkan Couplings, copies of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration (i) the government approval of the Property. In joint venture contract, articles of association and feasibility study, (ii) the event that a special levy is raisedapproval certificate and (iii) the business licence, by way all providing for terms substantially the same as those provided in the joint venture contract in respect of a special resolution passed the establishment of Vulkan Couplings dated 6th December, 1995; (v) within three months after Completion, unconditional and final discharge and full release of the guarantee issued by the trustees Wuxi Joint Venture in favour of Wuxi Communication Bank in the body corporate, after date amount of signature of this Agreement but prior RMB800,000 in 1995 in a form acceptable 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

Sources: Share Purchase Agreement (Regal International Inc)

Warranties. 9.1 In (i) The Banking Company and the Founders, hereby jointly and severally, represent and warrant to the Investor, as on the Effective Date, and on the Completion Date, that each of the Banking Company and Founders’ Warranties is and will be true and correct in all respects and not misleading in any respect, and acknowledge that the Investor has entered into the Definitive Agreements in reliance upon the Banking Company and Founders’ Warranties being true and correct in all respects and not misleading in any respect. (ii) Each of the Banking Company and Founders’ Warranties shall be construed as a separate and independent Warranty, as the case may be, and shall not be limited, restricted, modified or qualified by reference to or inference from the terms of any other Banking Company and Founders’ Warranty. (iii) The Banking Company and the provisions Founders undertake to notify the Investor in writing forthwith if they become aware of any fact, matter or circumstance (whether existing on or before the Effective Date or arising afterwards) which would cause any of the Consumer Protection ActBanking Company and Founders’ Warranties given by them to become untrue or inaccurate or misleading in any respect. The Banking Company shall not and the Founders shall cause the Banking Company to not, 19 do, allow or procure any act or omission which would constitute a breach of 2008any of the Warranties as if they were given at the Completion Date or which would make any of the Warranties untrue, it is recorded that inaccurate or misleading as if they were so given. (iv) None of the Purchaser has Banking Company and Founders’ Warranties shall be treated as qualified by any actual or constructive knowledge or investigation on the right to receive goods part of the Investor or any of its agents, representatives, officers, employees or advisers. The Investor’s rights shall not be adversely affected by an investigation made by, or on behalf of, the Investor or its representatives about the Founder and the Banking Company, the Business or any other matter, whether before or after the Effective Date. (v) Where any statement in this instance Clause 9, Schedule 4 or elsewhere in this Agreement is qualified by the Property) that:- 9.1.1 are reasonably suitable for expression “so far as the purposes for which relevant Warrantor / any Party is aware” or “to 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; relevant Warrantor’s / Party’s 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 of the goods for residential purposesbelief” or any similar expression, that statement shall, unless 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 contrary interpretation appears, be deemed to have accepted include an additional statement that it has been made after due and careful enquiry. Where any statement in this Clause 9 or in Schedule 4 or elsewhere in this Agreement is qualified by the dwelling expression “material” with respect to the Banking Company, it means the event, change or effect referred to in good order and such statement is material or materially adverse, as the case may be, to the Business, financial condition, profits, operations, properties, reputation, assets and/or liabilities or prospects of the Banking Company. 9.3 Save as specifically set out in this agreement, (vi) The Banking Company and the Seller has made no representation Founders further represent 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 warrant that the special levy will be paid: * jointly by the Seller and Purchaser, on Banking Company is a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser“for profit” organisation. 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

Sources: Securities Subscription Agreement

Warranties. 9.1 In 7.1 The Buyer and the Buyer’s Guarantor hereby warrant to the Sellers and the Management Sellers as at the date of this agreement in the terms of the provisions Buyer’s Warranties. 7.2 Each Seller in respect of itself only hereby warrants to the Buyer as at the date of this agreement in the terms of the Consumer Protection ActTitle Warranties. 7.3 Each Management Seller in respect of himself only hereby warrants to the Buyer as at the date of this agreement in the terms of the Title Warranties. 7.4 Subject to the limitations in Schedule 9 and save as Disclosed, 19 the Warrantor hereby warrants to the Buyer as at the date of 2008this agreement in the terms of the General Warranties and the Tax Warranties. 7.5 A payment of any Warranty Claim shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Taxation subject always to the limitations set out in paragraph 2.1 of Schedule 9. 7.6 Each of the Warranties is recorded separate and independent and save as expressly provided in this agreement (including, without limitation, the limitations in Schedule 9) or in the Disclosure Letter shall not be limited by reference to any other Warranty or anything else in this agreement. 7.7 The Warrantor shall not be liable for any Claim to the extent that the Purchaser Buyer has actual knowledge, as at the right date hereof, of a matter that has not been Disclosed in respect of which the Buyer may otherwise be entitled to receive goods (bring a claim for breach of the Warranties. For the purposes of this agreement, the actual knowledge of the Buyer shall be the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Bay and ▇▇▇▇ ▇▇▇▇▇. 7.8 Where any Warranty or any other statement in this instance agreement is qualified by the Property) that:- 9.1.1 are reasonably suitable for expression “so far as the purposes for which Warrantor is aware” or by any similar expression, 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 Warranty or statement shall be deemed to have accepted be given on the dwelling in good order basis of the actual knowledge of the Warrantor having made reasonable enquiry of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and condition▇▇▇▇▇ ▇▇▇▇▇▇. 9.3 Save as specifically set out 7.9 The Warrantor agrees that any information supplied by the Company or any of its Subsidiaries or by or on behalf of any of the employees, directors, agents or officers of the Company and any of its Subsidiaries (“Officers”) to the Warrantor or his advisers in this agreementconnection with the Warranties, the Seller has made no information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, 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 guarantee as to the Body Corporate in terms accuracy 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 agreementWarrantor, and the agreement will be regarded Warrantor hereby undertakes to the Buyer and to the Company, its Subsidiaries and each Officer that it waives any and all claims it might otherwise have against any of them in respect of such claims, except in any case insofar as entered into in the personal capacity of the person who signed this agreement as Purchaser Warrantor has been fraudulently or on behalf of the Purchaserdishonestly misled by any such employee, director, agent or officer. 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

Sources: Share Purchase Agreement (Gallagher Arthur J & Co)

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 P▇▇▇ ▇▇▇▇▇▇▇▇ and S▇▇ ▇▇▇▇▇▇▇▇▇▇▇. 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 E▇▇▇ ▇▇▇▇▇▇▇▇▇) 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

Sources: Agreement for the Sale and Purchase of Part of the Issued Share Capital (Kaman Corp)

Warranties. 9.1 In 8.1 The UK Seller warrants to the best of its knowledge and belief to the Buyer (subject to Clause 8.4) in the terms set out in Schedule 3 in respect of the UK Business. 8.2 The US Seller warrants to the best of its knowledge and belief to the Buyer (subject to Clause 8.4) in the terms set out in Schedule 3 in respect of the US Business. 8.3 The Warranties given by the Sellers in Schedule 3 are given on the date of this Agreement. 8.4 The Warranties are subject to the provisions of Clause 9 (Limitations on Sellers' Liability) and Schedule 4 (Limitations on Sellers' Liability). 8.5 Each of the Consumer Protection Act, 19 of 2008, it is recorded Warranties shall be interpreted as separate and independent so that the Purchaser has Buyer shall have a separate claim and right of action in respect of every breach of each Warranty. 8.6 Any payment made by either Seller to the right Buyer pursuant to receive goods (in a claim under 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 shall be treated as a reduction of the Consumer Protection Act; Consideration payable by the Buyer. 8.7 The Sellers make no representation and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard gives no warranty or undertaking 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 Buyer save only as and to the state of the Property shall be deemed to have accepted the dwelling in good order and condition. 9.3 Save as specifically extent expressly set out in this agreement, the Seller has made no representation and given no warranties Agreement. The Buyer shall not have any remedy in respect of any misrepresentation or untrue statement (whether made carelessly or not) made by the subject matter Sellers unless and to the extent that a claim lies for breach of this agreement the Warranties. In particular, the Sellers disclaim all liability and responsibility for any representation, warranty, statement, opinion, or information made or communicated (orally 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 writing) to the Buyer (including, without limitation, any special levies that have been raisedrepresentation, warranty, statement, opinion, information or will be raisedadvice made or communicated to the Buyer by any officer, after signature of this Agreement but prior to registration director, employee, agent, consultant or representative of the Property. In the event that a special levy is raised, Sellers or otherwise made available 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 PurchaserSellers. 10.2 If 8.8 Clause 8.7 shall not exclude any liability of the Purchaser acts as representative Sellers for fraudulent misrepresentation, whether such misrepresentation has been made or communicated orally or in writing. 8.9 The Buyer shall have no right to rescind or terminate this Agreement after Completion by reason of a third party and fails to disclose the name breach of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours any 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 PurchaserWarranties.

Appears in 1 contract

Sources: Sale and Purchase Agreement (xG TECHNOLOGY, INC.)

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 B▇▇▇▇▇▇ ▇▇▇▇▇. For the purposes of this clause 6.5, the Buyer confirms to the Founders that B▇▇▇▇▇▇ ▇▇▇▇▇ 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

Sources: Agreement to Buy the Shares (Staffing 360 Solutions, Inc.)

Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded Seller warrants that the Purchaser has goods and services furnished will be free from defects in design, materials and workmanship for a period of 24 months after delivery of goods and services. Seller further warrants that the right to receive goods (and services will be new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in this instance the Property) that:- 9.1.1 are reasonably suitable writing by Buyer, and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be fit for the purposes Buyer's intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, and encumbrances. Seller shall be responsible for all costs associated with a warranty repair, including transportation and access. Upon ▇▇▇▇▇’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Seller and/or Seller’s suppliers. Seller shall not assume, create, permit or suffer to exist or be created any lien on the project for which the goods are generally intended; 9.1.2 are intended or Buyer’s property, or any portion thereof, by, through or under Seller or any subcontractors (or any of good qualitytheir respective employees). If there arises such a lien then Seller shall (i) within forty-eight (48) hours of receipt of written notice of such lien, 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 Actprovide written notice thereof to Buyer; and (ii) as soon as reasonably practicable, but in no event later than five (5) business days after the Purchaser accordingly acknowledges date that Seller receives written notice that such lien was filed, registered, recorded or asserted, pay and records that she has satisfied herselfdischarge, having inspected release, remove and vacate any filing, registration or recording in respect of any such lien. Upon the goods failure of Seller to perform its obligations under this Section, Buyer may, but shall not be obligated to, offset the amount of any such lien (and having regard all associated costs) from any amounts otherwise due to Seller hereunder and thereafter pay, release, satisfy and discharge such lien (or to otherwise charge Seller for such costs). Any such payment shall be deemed to be a payment made to Seller and any amounts then due to Seller shall be reduced by the intended amount of said payment. If necessary for Buyer’s use of the goods or services sold hereunder, Seller grants Buyer an irrevocable, fully paid-up, royalty-free, non-exclusive right and license for residential purposesBuyer to use, that reproduce, alter, amend and/or modify, either directly by Buyer or by any third party so appointed by Buyer, the provisions goods, services and/or use any intellectual property rights for the purposes of the Consumer Protection Act has been complied with in all respects. 9.2 The Purchaser having satisfied herself as to the state financing, design, construction, supply, delivery, testing, commissioning, maintaining, replacing, repair, service, updating, expansion and/or operation of the Property shall project in which the goods or services will be deemed used so long as any of them (or their successors and assigns) has any rights of ownership in or rights to have accepted operate 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 project. Seller warrants and acknowledges that he/it is goods or services covered by the Purchase Order shall not aware infringe any patent, design, mask work, copyright or trademark, of any special levies that have been raisedthird party, either directly or will be raisedcontributorily. ▇▇▇▇▇▇ agrees to indemnify Buyer and hold Buyer harmless from and against all liability, after signature loss, damage and expense, including reasonable counsel fees and costs of this Agreement but prior to registration litigation, resulting from any claim of the Propertyinfringement and any litigation relating thereto. In the event that case where goods or a special levy is raised, by way of a special resolution passed by part thereof are held to constitute infringement and the trustees use of the body corporategoods or a part thereof is enjoined, after date Seller shall, at the expense of signature of this Agreement but prior to registration of the PropertySeller, 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) either (a) All amounts payable procure for the Buyer the rights to continue using 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 goods, (b) If replace the Trusteesgoods so that the goods become non-infringing, after registration of transfer imposes a special levy or (c) modifying infringing goods to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller make them non-infringing. Such obligations shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after survive 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 goods or services and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986payment therefor by Buyer. 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

Sources: General Terms & Conditions

Warranties. 9.1 In 5.1 Subject to the provisions of Schedule 4, which shall apply to all claims for breaches of any of the Warranties, the Warrantors hereby represent and warrant and undertake to the Purchaser (for the benefit of the Purchaser and its successors and permitted assigns) in terms of the provisions Warranties set out below and those set out in Schedule 3 are true and accurate in all material respects and not misleading in any way as at the date of this Agreement and will continue to be so up to the Consumer Protection Act, 19 time of 2008, Completion (if it is recorded takes place after the date of this Agreement). The Warrantors acknowledge that the Purchaser has is entering into this Agreement in reliance on the right Warranties and may treat them as conditions of this Agreement. For these purposes, the Warranties given by the Warrantors (each in respect of itself) are:- 5.1.1 that they have full power and authority and have obtained all necessary consents, authorization, waivers and licences to receive goods enter into and perform the obligations to be performed by them under or pursuant to this Agreement and any agreement to be entered into by them as herein mentioned; and 5.1.2 that the Vendors are the absolute legal and beneficial owners of the number of shares in the capital of the Company set out against their respective names in Column (2) of Schedule 1 and have full power to sell and transfer to the Purchaser full legal and beneficial title to and in the Sale Shares and that the Sale Shares represent the entire issued share capital of the Company, and are and will at Completion be free from all charges, liens, encumbrances and equities whatsoever; and references elsewhere in this instance Agreement to the Property) that:-Warranties shall, as regards the Warrantors, be construed accordingly. 9.1.1 5.2 The Warranties are reasonably suitable for given on the purposes for basis that information of which the goods are generally intended; 9.1.2 are Purchaser or any of good quality, in good working order its officers or employees or advisers has actual or constructive knowledge shall preclude any claim under the Warranties or operate to reduce any amount recoverable thereunder and free of defects; 9.1.3 comply in general with it shall be a defence to any claim against the requirements and standards contemplated in Section 55 of the Consumer Protection Act; and Warrantors that the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard or any of its officers or employees or advisers knew or ought to have known or had constructive knowledge of any information relating to the intended use of circumstances giving rise to the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respectsclaims. 9.2 5.3 The Purchaser having satisfied herself as to the state of the Property Warranties shall be deemed repeated immediately before Completion with reference to have accepted the dwelling in good order then existing facts and conditioncircumstances. 9.3 5.4 Each of the Warranties is given separately and independently from and (save as provided in Clause 5.2) shall not be limited by reference to any other paragraph or anything in this Agreement (including the Schedules). 5.5 Save as specifically set out in necessary to give effect to the express terms of this agreementAgreement, the Seller has made no representation Warrantors shall not and shall procure that the Group shall not do, deliberately and intentionally allow or procure before Completion anything which is or might cause or constitute or result in a breach of any of the Warranties as given no warranties on exchange hereof and/or immediately prior to Completion. 5.6 The Warrantors shall forthwith disclose to the Purchaser in writing any matter or thing which may arise or become known to them after the date hereof (whether or not prior to Completion) which is or could be a breach of or inconsistent with or may render inaccurate or misleading any of the Warranties as given on exchange hereof and/or immediately prior to Completion. 5.7 In the event of any breach of the Warranties (and without restricting the rights or ability of the Purchaser to claim damages on any bases available to it in respect of such breach), the subject matter Warrantors shall on a several basis proportionate to their respective shareholdings in the Company, on demand pay to the Purchaser (or such other person at the request of this agreement the Purchaser) a sum equal to the greater of :- 5.7.1 the amount by which the value of any asset or assets of any of the members of the Group is or are less than or (as the case may be) the amount by which any loss and/or liability or liabilities of (he relevant members of the Group is or are greater than would have been the case if there had been no breach of the Warranties; and 5.7.2 the amount by which the value of the Sale Shares is less than would have been the case if there had been no breach of the Warranties together with an amount equal to any expenses losses or liabilities of the Purchaser and/or any member of the Group which it would not have incurred or which would not have existed if there had been no such breach. 5.8 The Purchaser may take action for any breach or non-fulfilment of the Warranties before or after Completion save for such breach or non-fulfilment was known to or discoverable by the Purchaser before Completion and notwithstanding that the Purchaser shall delay or otherwise fail to exercise its rights hereunder or generally in such regard. 5.9 The Warrantors hereby irrevocably waive any right or claim which they may have against any member of the Group in respect of anything relating thereto any misrepresentation inaccuracy or omission in or from any information or advice given by any member of the Group or any of their officers or employees to the Warrantors to enable them to give any of the Warranties, or to assume any of the obligations assumed or to be assumed by them under or pursuant to this Agreement 5.10 Each of the Warrantors undertakes in relation to the Warranties that he has made full enquiry and this sale there is accordingly voetstootsno other information of which he is aware, the omission of which would render any of the Warranties inaccurate, incomplete or misleading. Each of the Warrantors undertakes to notify the Purchaser in writing of any matter or thing of which the Warrantors becomes aware of and which is or may be a material breach of or materially inconsistent with any of the Warranties. 9.4 The Seller warrants 5.11 Each of the Warrantors agrees and acknowledges that he/it the Purchaser is not aware of any special levies that have been raised, or will be raised, after signature of entering into this Agreement but prior to registration in reliance on the Warranties and the accuracy of the Property. In matters disclosed herein save for any information which is within the event that a special levy is raised, by way of a special resolution passed by Purchaser's knowledge or which may otherwise come into the trustees possession of the body corporatePurchaser or which the Purchaser ought to have known or had constructive knowledge on, after date of signature of this Agreement but prior to registration including knowledge of the Property, it is agreed that the special levy will be paid: * jointly by the Seller Purchaser's representatives and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaseradvisers. 9.5 Levies and Special Levy (if any) (a) All amounts payable to the Body Corporate in terms of Section 37(1) 5.12 Each of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer Warrantors represents 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 warrants to the Purchaser such amount that all information relating to the Group or their respective assets or affairs which would be material to a purchaser for a value of the shares, undertaking or assets of the Group is contained in this Agreement and the Accounts, and will be contained in the Prospectus 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 resolutionissued in due course. 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

Sources: Share Swap Agreement (WSP Holdings LTD)

Warranties. 9.1 In terms 5.1 Each of the provisions of Warrantors acknowledges that the Consumer Protection Act, 19 of 2008, it is recorded Warrantors have jointly and severally made the Warranties to the Purchaser and that the Purchaser has entered into this Agreement on the right basis of and in full reliance on the Warranties. 5.2 The Warrantors jointly and severally warrant and represent to receive goods (the Purchaser in this instance the Property) that:-terms of the Fifth Schedule 9.1.1 5.3 The Warranties are reasonably suitable for given subject to the purposes for matters expressly disclosed in the Disclosure Letter but no other information relating to the Company of which the goods are generally intended; 9.1.2 are Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amounts recoverable. The Purchaser warrants that save as disclosed in the Disclosure Letter it is not at the date of good quality, in good working order and free this Agreement aware of defects; 9.1.3 comply in general with the requirements and standards contemplated in Section 55 any breach of the Consumer Protection Act; Warranties. 5.4 Each of the Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other Warranty or any other provision of this Agreement. 5.5 Where any statement set out in the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard Fifth Schedule is expressed to be given or made "to the intended use best of the goods for residential purposesWarrantors' knowledge" or "to the best of the Warrantors' knowledge and belief" or "after having made all proper enquiry" or "so far as the Warrantors are aware", such statement (save where otherwise expressly stated) shall be deemed to be qualified by the additional statement that the provisions of the Consumer Protection Act has been complied with in all respects. 9.2 The Purchaser having satisfied herself as Warrantors have made reasonably diligent enquiries prior to the state of the Property date hereof and each Warrantor shall be deemed to have accepted knowledge of:- 5.5.1 anything of which the dwelling other Warrantors have knowledge or are deemed by this Sub-clause to have knowledge; and 5.5.2 anything of which he ought reasonably to have knowledge given his particular position in good order and conditionresponsibilities to the Company. 9.3 Save 5.6 Each of the Warranties shall also apply in relation to each of the Subsidiaries as specifically if this Clause and the Fifth Schedule had been set out again herein in this agreement, extenso in relation to each of the Seller has made no representation Subsidiaries with the substitution therein mutatis mutandis of references to each of the Subsidiaries for the references to "the Company". 5.7 The rights and given no warranties remedies of the Purchaser in respect of a breach of the subject matter of this agreement Warranties shall not be affected by Completion by the Purchaser rescinding 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 failing to rescind this Agreement but prior to registration of the Property. In the or by any other event that or matter whatsoever except 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 specific and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/duly authorised written waiver or release by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable 5.8 The Warrantors hereby undertake to the Body Corporate Purchaser that they will forthwith notify in terms writing to the Purchaser any fact or circumstance which may arise or become known to them or any of Section 37(1) them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Sectional Titles Act Warranties or which might render any of 1986 (Levies) shall be payable them untrue or misleading and if so requested by the Purchaser from date use all reasonable endeavours at the cost of Transfer and where applicable the Company promptly to prevent or remedy the same. For the avoidance of doubt any matter or thing so notified shall not be deemed a pro-rata share in relation to a given month. Any Special Levy so authorised by disclosure for the Body Corporate has been disclosed by purposes of qualifying the Seller liability of the Warrantors under this Clause. 5.9 In the event that any matter arises or comes to the Purchaser (b) If notice of the TrusteesPurchaser which will or may give rise to any liability on the part of the Warrantors under, after registration in respect of transfer imposes or in connection with any of the Warranties or if any Claim for Tax is made against the Purchaser or the Company or any Subsidiary in respect of which the Purchaser may have a special levy to meet expenses which have been underestimated for claim against the Vendors under any period up provision of this Agreement or Deed of Indemnity the Purchaser shall give notice in writing to the date Warrantors of registration such fact or matter or Claim for Tax as soon as reasonably practicable after the Purchaser becomes aware of transfer, the Seller same and shall refund except in a case where fraud or wilful default or neglect is alleged (subject to the Purchaser being fully indemnified and secured to its reasonable satisfaction in respect of any liability, costs, damages, or expenses which may be incurred thereby by it and/or the Company and/or the Subsidiaries) take such action as the Warrantors may reasonably request to defend, settle, compromise or otherwise deal with such matter or Claim for Tax provided that any action so requested which would in the reasonable opinion of the Purchaser damage or adversely affect the continuing business or prosperity of the Company and/or the Subsidiaries shall not be regarded as "reasonably" requested. Insofar as it shall be reasonable the Purchaser shall not and shall procure that the Company and/or the Subsidiaries shall not do any act or thing which shall admit or assist any such matter or Claim for Tax. If neither of the Warrantors request the Purchaser to take any such action or if the Purchaser shall not be indemnified and secured as aforesaid, in either case within 28 days of the notice given, the Purchaser and/or the Company and/or the Subsidiaries shall be free to pay or settle the matter or Claim for Tax in such terms as it or they may in its or their absolute discretion think fit. 5.10 The Warrantors hereby agree that if any of the Warranties is found to be untrue or incorrect or if there is any breach of any of the undertakings on the part of the Vendors contained in Clause 7 then, subject to the provisions of this Agreement and without restricting the rights of the Purchaser to rescind this Agreement pursuant to clause 10.1 or to claim damages on any other basis available to it, the Warrantors will, on demand by the Purchaser (at the Purchaser's option) either:- 5.10.1 pay to the Purchaser or the Company and/or any Subsidiary (as the Purchaser shall direct) an amount equal to any deficiency, depletion of assets or increased liability of the Company and/or such Subsidiary which arises from such breach of the Warranties or which would not have arisen but for such breach or which exists and would not have existed if the Warranty in question had been true and correct or the undertaking in question had been complied with together with all reasonable costs and expenses properly and necessarily incurred or sustained by the Purchaser or the Company and/or such Subsidiary as a result of such breach; or 5.10.2 pay to the Purchaser an amount equal to the amount by which the value of the Shares is less than it would have been if such Warranty had been true and correct or such undertaking has been complied with, together with all reasonable costs and expenses properly and necessarily incurred or sustained by the Purchaser as a result of such breach. 5.11 In the event that the Inland Revenue seek to charge to tax any sums paid to the Purchaser or the Company under the Deed of Indemnity then the amount so payable shall be grossed up by such amount when as will ensure that after payment of the tax so charged there shall be left a sum equal to the amount that would otherwise be payable in respect of such claim or liability. 5.12 The Purchaser hereby agrees and acknowledges that notwithstanding anything to the contrary contained in this Agreement the Warranties and any other liabilities of the Vendors arising under this Agreement save those liabilities arising under the Deed of Indemnity are subject to the following:- 5.12.1 no claim in respect of the Warranties shall be capable of being made unless it becomes payable shall be notified in writing to the Vendors within 18 months from the date hereof and any such claim which may be made shall (if it has not been previously satisfied settled or withdrawn) be deemed to be withdrawn at the expiration of 24 months from the date hereof unless prior to such expiration legal proceedings in respect thereof shall have been issued and served on the Vendors; 5.12.2 the aggregate liability of the Vendors in respect of all breaches of the Warranties and otherwise under this Agreement shall not exceed the Consideration (which for the avoidance of doubt shall comprise the Initial Consideration and the Deferred Consideration) to the extent that it has actually been paid/satisfied); 5.12.3 the Vendors shall not be liable in respect of any single claim brought by the PurchaserPurchaser for a breach of the Warranties arising out of a single event or a series of events of the same type if the liability in respect of such claim would not exceed (Pounds)1,000. If after acceptance hereof but before transfer is effected, The Vendors shall be liable in respect of any claim for a breach of the Trustees passes any resolution imposing a special levy to cater Warranties in respect of which the liability of the Vendor exceeds (Pounds)1,000 only if the liability of the Vendor for any future improvements to that claim and all other such claims exceeding (Pounds)1,000 would in aggregate exceed (Pounds)10,000 and in that event the scheme the Purchaser Vendor shall be liable for the payment thereof. The Seller warrants that he is entirety of the liability and not merely the excess; 5.12.4 if any matter arises or gives rise to any claim under the Warranties the Purchaser shall as soon as reasonably practicable after becoming aware of the same give notice in writing to the Vendors giving reasonable details of the matter in respect of which the claim is made and the bona fide estimated liability in respect thereof and where the claim arises by reason of a claim made against the Purchaser by a third party; 5.12.5 no claim in respect of any breach or breaches of any of the Warranties shall be made if (but only to the extent that) provision or reserve in respect of the matter forming the basis for the claim has been made in the Accounts; and 5.12.6 the Vendors shall have no liability in respect of any claim under the Warranties if it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or its employees, agents or successors in title in any such pending resolutioncase otherwise than in ordinary course of carrying on the Business and where the Purchaser knew or ought reasonably to have been aware that the liability would arise by virtue thereof. 9.6 The Seller hereby discloses that 5.13 If the Vendors pay at any time to the Purchaser an amount pursuant to a real right of extension over the scheme, is registered claim in favour respect of the Body Corporate/Developer Warranties or under any of the other provisions of this Agreement and the Purchaser subsequently becomes entitled to recover from some other person (including insurers) any sum in respect of any matter giving rise to such claim the Purchaser shall (subject to being incurred in connected therewith) take all reasonable steps to enforce such recovery and shall forthwith repay to the Vendor so much of the amount paid by it to the Purchaser as does not exceed the sum recovered from such other person less the reasonable costs, expenses and outgoings properly incurred in connection with such recovery. 5.14 Nothing in this Agreement shall operate to diminish the Purchaser's common law duty in respect of a breach of the Warranties to mitigate its loss in respect of matters dealt with in this Agreement. 5.15 Subject to the Purchaser complying with the provisions of Clause 5.13 and an amount being recovered from the Purchaser's insurers as contemplated therein the Vendors will forthwith reimburse to the Purchaser the amount (if any) by which the Purchaser's insurance premia are increased where the Purchaser can show that such increase is hereby informed caused by its making a claim against its insurances so as to comply properly with the provisions of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986clause. 10.1 If the Purchaser acts as trustee 5.16 The Vendors shall be severally liable for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days half of the conclusion final liability of this agreement, or any claims made under 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 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 1 contract

Sources: Acquisition Agreement (Information Management Resources Inc)

Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that 8.1 The Vendor warrants to the Purchaser has as at the right to receive goods (date of this 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 terms set out in this agreementSchedule 4. 8.2 The Warranties are deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing (the “Completion Warranties”) and, the Seller has made no representation and given no warranties except in respect of the subject matter Warranty in paragraph 19.7 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 Schedule 4, any special levies that have been raised, or will be raised, after signature reference made to the date of this Agreement but prior or to registration the Disclosure Letter (whether express or implied) in relation to any Warranty shall be construed, in relation to such repetition, as a reference to the Completion Date or to the Completion Disclosure Letter, respectively. EU-DOCS\16547119.1 8.3 Each of the Property. In Warranties is separate and independent and, unless otherwise specifically provided, shall not be restricted or limited by reference to any other representation, warranty or term of this Agreement. 8.4 The Vendor’s liability under or in connection with any Claim shall be limited or excluded, as the event that case may be, as set out in Schedule 5. 8.5 Without prejudice to the right of the Purchaser to claim on any other basis or take advantage of any other remedies available to it (including a special levy is raised, by way Claim for a breach 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 registrationWarranty other than an Indemnified Warranty), if possible/any Indemnified Warranty is breached, the Vendor shall pay to the Purchaser 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 the Body Corporate in terms of Section 37(1) put each of the Sectional Titles Act of 1986 (Levies) shall be payable by Group Companies into the Purchaser from date of Transfer and where applicable a pro-rata share position they would have been in relation to a given month. Any Special Levy so authorised by if the Body Corporate has Warranty had not been disclosed by the Seller to the Purchaserbreached; and (b) If the Trusteesall Losses (including any costs associated with compliance with any fine, 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 transferorder, the Seller shall refund to request, demand or decree from an Authority) incurred by the Purchaser or any of the Group Companies as a result of such amount when it becomes payable by breach. 8.6 The Vendor waives and shall procure that all members of the Purchaser. If after acceptance hereof but before transfer is effectedVendor Group shall waive any rights and remedies they may have against any Group Company or any of their respective present or former employees, directors, duly appointed agents or officers with respect to claims arising out of any information, opinion or advice supplied or given (or omitted to be supplied or given) in connection with this Agreement or any other Transaction Document other than in the Trustees passes any resolution imposing a special levy to cater for any future improvements to case of fraud. 8.7 The only Warranties given in respect of the scheme items listed in column A of the Purchaser table below are the Warranties contained in the paragraph of Schedule 4 listed in column B of the corresponding row of the table below, and no other Warranties 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 given or deemed to be given in favour of the Body Corporate/Developer and the Purchaser is hereby informed 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 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.items: EU-DOCS\16547119.1

Appears in 1 contract

Sources: Share Purchase Agreement (ACCO BRANDS Corp)

Warranties. 9.1 In 8.1 Each of the Vendors represents, warrants and undertakes to the Purchaser that the Vendor Warranties are true and accurate as of the date hereof and as of the Completion Date (following completion of the Group Restructuring and with reference to the facts and circumstances then existing), in each case subject to any matter which is fairly disclosed in writing delivered to the Purchaser prior to the date hereof and any matter expressly provided for under the terms of the provisions this Agreement. Each of the Consumer Protection Act, 19 of 2008, it is recorded Vendors acknowledges that the Purchaser has entered into this Agreement in reliance upon the right Vendor Warranties. Notwithstanding anything herein to receive goods (the contrary, the representations, warranties and undertakings contained 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 qualityclauses 1.1, in good working order 2, 4, 5 and free of defects; 9.1.3 comply in general with the requirements and standards contemplated in Section 55 23.2 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 Vendor Warranties shall be deemed to have accepted been made by each of the dwelling Vendors severally and not jointly, and in good order and conditioneach case only with respect to such Vendor or its portion of the Sale Shares, as applicable. 9.3 Save 8.2 The Purchaser represents, warrants and undertakes to the Vendors that the Purchaser Warranties are true and accurate as specifically set out in this agreement, the Seller has made no representation and given no warranties in respect of the date hereof and as of the Completion Date (with reference to the facts and circumstances then existing), in each case subject to any matter which is fairly disclosed in writing delivered to the Vendors no later than the date hereof and any matter expressly provided for under the terms of this agreement or Agreement. The Purchaser acknowledges that the Vendors have entered into this Agreement in respect of anything relating thereto and this sale is accordingly voetstootsreliance upon the Purchaser Warranties. 9.4 The Seller warrants 8.3 Each of the Warranties shall be construed as a separate Warranty and acknowledges that he/(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. 8.4 Each of the Vendors undertakes to notify the Purchaser in writing promptly if prior to Completion it is not becomes aware of any special levies that have been raised, or will be raised, circumstance arising after signature the date of this Agreement but which would cause any Vendor Warranty (if the Vendor Warranties were repeated with reference to the facts and circumstances then existing) to become untrue or inaccurate or misleading in any material respect. 8.5 The Purchaser undertakes to notify the Vendors in writing promptly if prior to registration Completion it becomes aware of any circumstance arising after 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 which would cause any Purchaser Warranty (if any) (a) All amounts payable the Purchaser Warranties were repeated with reference to the Body Corporate facts and circumstances then existing) to become untrue or inaccurate or misleading 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 resolutionmaterial respect. 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

Sources: Share Purchase Agreement (Alibaba Group Holding LTD)

Warranties. 9.1 6.1 In terms consideration of the Purchaser agreeing to enter into this Agreement, the Vendors, jointly and severally warrant and undertake to the Purchaser that subject only to such matters as Disclosed each of the Warranties is true and accurate in all respects on the date of this Agreement and the Vendors agree and acknowledge that subject only to such matters as Disclosed the Purchaser is entering into this Agreement in reliance on the Warranties. In the event of a Breach, then, subject to the provisions of this Agreement and without restricting the Consumer Protection Act, 19 rights of 2008, it is recorded that the Purchaser has to claim damages on any other basis available to it, the right Vendors shall, at the Purchaser’s option, either: 6.1.1 pay to receive goods (in this instance the Property) that:- 9.1.1 are reasonably suitable for Purchaser an amount equal to the purposes for amount by which the goods are generally intended;value of the Sale Shares is less than it would have been if such Breach had not occurred; or 9.1.2 are 6.1.2 pay to the Purchaser an amount required to remedy in full the matter giving rise to the Breach together with all fees, costs and expenses reasonably and properly incurred or sustained by the Purchaser or any member of good quality, the Purchaser’s Group as a result of such Breach or in good working order and free of defects; 9.1.3 comply in general connection with the requirements matter or circumstance giving rise to that Breach or in connection with establishing liability and standards contemplated recovering such payment from the Vendors. 6.2 The Warranties shall be qualified only by reference to those matters Disclosed. The parties agree and acknowledge that (i) a document which is attached to or contained in Section 55 the Disclosure Letter and (ii) any statement contained in the body of the Consumer Protection Act; Disclosure Letter 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 which in all respects. 9.2 The Purchaser having satisfied herself as to the state of the Property each case is specifically Disclosed against one warranty shall be deemed to have accepted the dwelling in good order and conditionqualify each other Warranty. 9.3 Save 6.3 Each of the Warranties shall be separate and independent and, save as specifically set out in this agreementClause 6, shall not be limited by reference to any other paragraph or sub-paragraph or anything in this Agreement or the Seller Tax Deed. 6.4 Each of the Vendors undertakes to the Purchaser that upon it becoming aware of the actual, impending or threatened occurrence of any event after Completion, which might reasonably be expected to cause or constitute a Breach he will immediately give written notice thereof to the Purchaser together with reasonable details of the relevant event. 6.5 The Purchaser is entering into this Agreement on the basis of the Warranties and in reliance on them and the Vendors acknowledge that this is the case: Liability under any Warranty shall not any way be modified or discharged by Completion. 6.6 Each Warranty shall continue in full force and effect notwithstanding Completion and no information relating to the Group of which the Purchaser or any of its agents or advisors has knowledge (whether actual or constructive) nor any investigation, audit, inquiry or examination made no by or on behalf of the Purchaser at any time, whether before or after the date of this Agreement, shall diminish the effect of any Warranty or of any representation undertaking herein contained or prejudice any claim made by the Purchaser thereunder or operate to reduce any amount recoverable thereunder and given no warranties the assessment of any damages payable by the Vendors 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 any Breach 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) Warranties 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 wholly disregard any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over the schemeinformation investigation, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordinglyaudit, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If the Purchaser acts as trustee for a company, close corporation inquiry 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 examination made by or on behalf of the Purchaser. 10.2 If 6.7 The Vendors hereby assign to the Purchaser acts as representative all the rights, remedies or claims which they may have in respect of any misrepresentations or inaccuracies in or omissions from any information (including information set out in the Disclosure Letter) or advice supplied or given by a Group Company or any of the officers, employees or agents of a third party Group Company and fails on which the Vendors have relied in giving the Warranties, preparing the Disclosure Letter and/or entering into this Agreement and/or the other documents to disclose be entered into on Completion. 6.8 Warranty Claims may be made by the name of her principal and furnish written proof of her mandate within 24 Purchaser under the Warranties whether or not the Purchaser knew or could have discovered (Twenty Four) hours whether by any investigation made by it or on its behalf into the affairs of the conclusion Company or otherwise) prior to signing this Agreement that any of this agreement, and/or her principal does the Warranties have not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations been complied with or carried out or are otherwise untrue or misleading. 6.9 The rights and remedies of the Purchaser in respect of a Breach of any of the Warranties shall not be affected by the sale and purchase of the Sale Shares. 6.10 Without prejudice to any other right or remedy of the Purchaser under this Agreement or otherwise all sums payable by the Vendors under this Agreement shall bear interest at the rate which is two per cent above three month EURIBOR from the date the claim (i) is settled between the parties or (ii) determined by a court of competent jurisdiction (whichever is the earlier) until the date of payment. 6.11 Subject to Clause 6.16, the Vendors shall not have any liability whatsoever in respect of any Warranty Claim unless: 6.11.1 the Purchaser shall have given to the Vendors written notice of the relevant Claim (giving reasonable particulars of the Claim) on or before 17:00 GMT on the date falling 18 months from the Completion Date; and 6.11.2 proceedings in respect thereof are issued and served on the Vendors no later than 17:00 GMT on the date which is 6 months from the date on which notice of such claim is given by the Purchaser; and 6.12 Subject to Clause 6.16, the Vendors shall not have any liability whatsoever in respect of any Warranty Claim unless the amount that would be recoverable from the Vendors in respect of that Warranty Claim when aggregated with any other amount or amounts recoverable (or which, but for this Clause 6.12 would be recoverable) in respect of other Warranty Claims exceeds €200,000.00 and in the event that the aggregated amounts exceed €200,000.00 the Vendors shall be liable in respect of the total aggregated amounts and not the excess only. 6.13 Subject to Clause 6.16, the aggregate liability of the Vendors (whether at common law or under the express terms of this agreementAgreement) under or in respect of or in connection with any Breach or Breaches of the Warranties shall not exceed the Escrow Amount and any payment to be made by the Vendors in connection therewith shall be made from the Escrow Account in accordance with the terms of the Escrow Agreement and accordingly no recourse shall be had in the settlement thereof to any other assets of the Vendors. 6.14 Subject to clause 6.16, the aggregate liability of the Vendors (whether at common law or under the express terms of this Agreement) under or in respect of or in connection with any Indemnity Claim shall not exceed 15% of the Consideration and all Indemnity Claims shall be satisfied in the first instance from the Escrow Account in accordance with the terms of the Escrow Agreement. 6.15 The maximum aggregate liability of the Vendors (whether at common law or under any express terms of this Agreement) under or in respect of or in connection with any indemnity Claim shall be reduced by the amount of any claim by the Purchaser against the Escrow Amount pursuant to this Agreement and the maximum individual liability of each of the Vendors (whether at common law or under any express terms of this Agreement) under or in respect of or in connection with any Indemnity Claim shall be reduced by that Vendor’s Relevant Proportion of the amount of any claim by the Purchaser against the Escrow Amount pursuant to this Agreement. 6.16 Notwithstanding any other provision of this Agreement, the limitations set out in Clauses 6.11 to 6.14 inclusive shall not apply in respect of an individual Vendor (for the purposes of this Clause 6.16 a “Defaulting Vendor”) in respect of any Warranty Claim and/or any Indemnity Claim relating to: 6.16.1 the Defaulting Vendor’s title to or the status or validity of his Sale Shares; or 6.16.2 any Claim which arises as a result of any fraudulent act or omission by the Defaulting Vendor, 6.17 For the avoidance of doubt: 6.17.1 the limitations set out in Clauses 6.11 to 6.14 inclusive shall continue to apply in respect of those Vendors who are not a Defaulting Vendor. 6.17.2 the Purchaser shall be entitled, at its sole discretion, to pursue a Defaulting Vendor directly in respect of all or any part of his liability to make payment to the Purchaser in respect of Clause 6.16.1 and/or Clause 6.16.2 without first having to have recourse to the Escrow Amount but this shall be without prejudice to the Purchaser’s right at any time to discharge all or any part of a Defaulting Vendor’s liability to make payment to the Purchaser in respect of Clause 6.16.1 and/or Clause 6.16.2 from the sum for the time being standing to the credit of the Escrow Account in accordance with the terms of the Escrow Agreement; 6.18 Any claim for breach of the obligations set out in Schedule 9 shall be made by notice in writing to the Vendors’ Representative on or prior to 17.00 GMT on the date which is 30 days from the Completion Date. The aggregate liability of the Vendors (whether at common law or under the express terms of this Agreement) under or in respect of or in connection with any claim for breach of the obligations set out in Schedule 9 shall not exceed an amount equal to €5,000,000. 6.19 Save to the extent expressly warranted or guaranteed in this Agreement, none of the information, or its accuracy, supplied by any Group Company or any of its officers or employees or professional advisers to the Vendors or their professional advisers on or prior to the date hereof in connection with this Agreement, the Warranties, the Tax Deed, the Disclosure Letter or otherwise in relation to the business and affairs of the Group shall be deemed to have been warranted or guaranteed by the Group, and the agreement Vendors irrevocably and unconditionally waive any and all claims (if any) which they might otherwise have against the Group or any of its or their officers or employees in respect thereof. 6.20 Subject to Clauses 6.13, 6.14 ands 6.18, all sums payable by the Vendors to the Purchaser or a Group Company under this Agreement and/or under the Tax Deed shall be paid free and clear of all deductions or withholdings whatsoever save only as may be required by law. If any such deductions or withholdings are required by law the Vendors shall be obliged to pay to the relevant person such sums as will be regarded after such deduction or withholding has been made leave that person with the same amount as entered into it would have been entitled to receive in the personal capacity absence of any such requirement to make a deduction or withholding. If any sum payable by the Vendors to the Purchaser or a Group Company under this Agreement and/or under the Tax Deed shall otherwise be subject to tax in the hands of the person who signed this agreement recipient the same obligation to make an increased payment shall apply in relation to such tax liability as if it were a deduction or withholding required by law. 6.21 Where the Purchaser or any Group Company has a claim against a third party in relation to any matter which gives rise to a Warranty Claim (a “Third Party Claim”), the Purchaser shall: (i) after having received a written acknowledgment from the Vendors in terms reasonably acceptable to the Purchaser: (a) accepting liability for the Warranty Claim; and (b) agreeing to the Purchaser’s Pre-Estimate (as such term is defined in the Escrow Agreement) of the Warranty Claim for the purposes of the Escrow Agreement, and (ii) subject to the Purchaser or the relevant Group Company being indemnified by the Vendors to the reasonable satisfaction of the Purchaser against all costs and expenses which might be incurred by reason of the Third Party Claim (including, where the third party concerned is a customer, any loss of business or profits resulting from the taking of such action against the customer), (provided that, for the avoidance of doubt, the indemnification in this Clause 6.21(ii) shall not be capped at the Escrow Amount) use all reasonable endeavours to procure that the Third Party Claim is diligently pursued to recover from such party any amounts in respect of the Third Party Claim and any amounts so recovered by the Purchaser (net of any costs and expenses incurred by the Purchaser or the Company in pursuing the Third Party Claim) shall act to reduce the amount of the Warranty Claim payable by the Vendors. 6.22 If a liability in respect of the same matter falls on behalf the Vendors both in respect of a Breach of the Warranties and under the Tax Deed, then in calculating sums payable in respect of a Breach of the Warranties account shall be taken of sums paid or payable by the Vendors under the Tax Deed and vice versa. 6.23 The Purchaser shall procure that the Company shall give the Vendors and their professional advisers reasonable access to the premises and personnel of the Company, and shall on a confidential basis give reasonable access to any relevant chattels, documents and records within the power, possession or control of the Company to enable the Vendors and their professional advisers to examine such chattels, accounts, documents and records and take copies or photographs thereof for the sole purpose of evaluating any Warranty Claim made by the Purchaser. 6.24 For the avoidance of doubt it is hereby agreed that nothing in the Agreement shall in any way restrict or limit the general obligation of the Purchaser to mitigate any loss or damage which it may suffer in consequence of any matter giving rise to a claim against the Vendors under the Warranties. 6.25 In the event of any Claim by the Purchaser succeeding and payment being made by the Vendors in respect of such claim, the Consideration payable for the Sale Shares sold by the Vendors making the payment shall be deemed to have been reduced by an amount equal to the sum received by the Purchaser from the Vendors and in the case of payment from the Escrow Account to the Purchaser in this regard all Vendors shall be deemed to share in the making of this payment pro rata to the percentage of the Consideration actually received by them. 6.26 The Purchaser shall give to the Vendors written notice’ giving reasonable particulars of any Breach as soon as practicable upon it becoming aware of the occurrence of a Breach. 6.27 The Vendors shall not be liable for a Warranty Claim if and to the extent: 6.27.1 the loss to which the Warranty Claim relates is attributable (in whole or in part) to a change made after the Completion Date in the accounting or taxation policies of a Group Company (except where the change is required to accounting or taxation policies which applied prior to the Completion Date and is necessary to comply with generally accepted accounting principles); 6.27.2 the loss to which the Warranty Claim relates would not have arisen but for a voluntary act, transaction or omission carried out by the Purchaser after Completion other than in the ordinary course of business and which the Purchaser was aware would give rise to a breach of the Warranties; 6.27.4 the loss to which the Warranty Claim relates arises as a direct result of a change in law occurring after Completion. 6.28 Where the Purchaser gives notice to the Vendors in respect of a formal claim by a third party (the “Relevant TP Claim”) which in the opinion of the Purchaser gives rise to, or which may give rise to, a Warranty Claim the Purchaser shall allow the Vendors Representative reasonable access to and copies of all documents, records, papers in the possession of the Purchaser relating to the Relevant TP Claim (provided any reasonable costs incurred by the Purchaser and/or the Group in so doing shall be reimbursed by the Vendors) and shall not make any admission of liability or settle or compromise the Relevant TP Claim without the prior consent of the Vendors Representative which shall, not be unreasonably withheld or delayed PROVIDED THAT the Vendors (acting jointly) may take conduct of the Relevant TP Claim subject to the following preconditions and upon the following terms (the breach of any of which by the Vendors (or any of them) shall entitle the relevant Group Company forthwith to re-take conduct of the Relevant TP Claim): (i) the Vendors first agree to jointly and severally indemnify (provided that, for the avoidance of doubt, the indemnification in this Clause 6.28 shall not be capped at the Escrow Amount) the Purchaser and the Group to their reasonable sati

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of Shares (INFONXX, Inc.)

Warranties. 9.1 In terms Each of the provisions Vendors jointly and severally represents, warrants and undertakes to and with the Purchaser that each of the Consumer Protection Act, 19 of 2008, it statements set out in Schedule 7 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 true and free of defects; 9.1.3 comply in general with the requirements and standards contemplated in Section 55 accurate as 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 respectsdate hereof. 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 Warranties (other than Warranties 1, 2, 3, 4, 5.1 and condition. 9.3 Save as specifically set out in this agreement, the Seller has made no representation and given no warranties 15 in respect of which no qualification is accepted) are given subject to matters fully, fairly and specifically disclosed in the subject matter of this agreement or in respect of anything Disclosure Letter but no other information relating thereto and this sale is accordingly voetstoots. 9.4 The Seller warrants and acknowledges that he/it is not aware of to 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 Companies 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 has knowledge (actual or constructive) and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised no investigation 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 9.3 The Vendors acknowledge 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. 9.4 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 is broken or (as the case may be) proves to be untrue or misleading, the Vendors shall, on demand, pay to the Purchaser or, at the Purchaser's direction, the Companies: 9.4.1 the amount necessary to put the Companies into the position which would have existed if the Warranties had not been broken or (as the case may be) had been true and not misleading; and 9.4.2 all costs and expenses incurred by the Purchaser and the Companies 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 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 the Warranties has been broken or is untrue or misleading and in which judgment is given for the Purchaser or (ii) the enforcement of any settlement of, or judgment in respect of, such claim. 9.5 Each of the 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, and the agreement will be regarded as entered into nor by anything in the personal capacity Disclosure Letter which is not expressly referenced to the Warranty concerned. 9.6 Each of the person who signed this agreement Vendors hereby agrees with the Purchaser (for itself and as Purchaser or on behalf trustee for the Companies) to waive any rights which he may have in respect of the Purchaser.any

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of Shares (Asia Online LTD)

Warranties. 9.1 In The Buyer warrants to the Sellers that: (a) the execution and delivery of this Agreement has been properly authorised by all necessary corporate action of the Buyer; (b) the Buyer has full corporate power and lawful authority to execute and deliver this Agreement and to perform, or cause to be performed, its obligations under this Agreement and, without limiting the foregoing, to issue the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants; upon Completion, the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants will constitute, as applicable, validly issued Buyer Shares granting the same rights as any other Buyer Shares and validly issued Buyer’s warrants entitling the Sellers to subscribe to Buyer Shares granting the same rights as any other Buyer Shares in full compliance with the terms of this Agreement, free of any Encumbrances other than stipulated in this Agreement or resulting from applicable Law ; (c) the provisions offer and issue of the Consumer Protection Act, 19 Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants (and the issue 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 Buyer Shares on exercise of the Consumer Protection Act; Consideration Buyer Warrants and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard [***] Milestone Buyer Warrants) to the intended use of the goods for residential purposesSellers does not, that the provisions of the Consumer Protection Act has been complied with in all respects. 9.2 The Purchaser having satisfied herself and will not, require Buyer shareholder approval other than 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 agreementAgreement and will not cause the Sellers to be in breach of Law or the ASX listing rules; (d) this Agreement constitutes a legal, valid and binding obligation on the Seller has made no representation and given no warranties Buyer enforceable in respect accordance with its terms by appropriate legal remedy; (e) none of the subject matter of this agreement or in respect of anything relating thereto following has occurred 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 raisedsubsisting, or will be raisedis threatened, 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 the Buyer: (i) an application or order made, proceeding commenced, resolution passed or proposed in a given month. Any Special Levy so authorised notice of meeting, petition presented, meeting convened or other step taken for: (A) the winding up, dissolution, bankruptcy or administration of the Buyer; or (B) the Buyer entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them; (ii) the Buyer: (A) being (or being taken to be under applicable legislation) unable to pay its debts as and when they fall due; or (B) stopping or suspending, or threatening to stop or suspend, payment of all or a class of its debts; or [***]/[---] = Certain confidential information contained in this document, marked by the Body Corporate brackets, has been disclosed by omitted and filed separately with the Seller Securities and Exchange Commission. Confidential treatment has been requested with respect to the Purchaseromitted portions. (biii) If the Trusteesappointment of an administrator, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up receiver, receiver and manager, liquidator, provisional liquidator or similar person to the date Buyer or any of registration its assets; (f) this Agreement does not conflict with or result in the breach 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 or default under any resolution imposing a special levy to cater for provision of its constitution or any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware material term or provision of any such agreement, deed, writ, order or injunction, judgment or Law to which it is a party or a subject or by which it is bound; and (g) there are no Claims pending resolution. 9.6 The Seller hereby discloses that or threatened against it or to its knowledge by, against or involving any person which may have a real right of extension over material effect on the scheme, is registered in favour sale and purchase of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, Shares in compliance accordance with section 25 (14) of Act 95 of 1986this Agreement. 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

Sources: Share Sale Agreement (Prima BioMed LTD)

Warranties. 9.1 In terms 11.1 The Vendor warrants to the Purchaser that each statement set out in Schedule 5 and Part 3 of Schedule 8 is true and accurate and not misleading at the date of this Agreement. 11.2 Each Warranty and Tax Warranty shall be separate and independent and, except as otherwise expressly provided in this Agreement, shall not be limited by reference to any other Warranty or Tax Warranty or any other provision of this Agreement. 11.3 Where any Warranty or Tax Warranty is qualified by reference to the Vendor's knowledge, information and belief or in any other similar manner: (a) the Vendor shall be treated as having knowledge of all matters which are within the knowledge of each director or officer of the provisions Vendor; (b) the knowledge 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 Vendor shall be deemed to include the knowledge it would have accepted the dwelling in good order after making all due and conditioncareful enquiries including enquiry of: (i) each director and officer of each Acquired Group Company; and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Ieva Ankorina-▇▇▇▇▇. 9.3 Save as specifically set out in this agreement, 11.4 The Warranties and the Seller has made no representation and given no warranties in respect of Tax Warranties are subject to the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsmatters which are Disclosed. 9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised11.5 Subject to Clause 11.6, no fact, matter 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)circumstance: (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 or any of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate its directors, officers, employees, agents or advisers has been disclosed by the Seller to the Purchaserknowledge (whether actual, constructive or imputed); or (b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which could have been underestimated for discovered (whether by any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable investigation made 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 into the affairs of the Company, the Acquired Group or otherwise) prior to the signing of this Agreement, shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim. 10.2 If 11.6 The Vendor shall not be liable in respect of any Warranty Claim to the Purchaser acts as representative of a third party and fails extent that the matter giving rise 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 such claim was within the aforementioned period, the representative will be personally liable for all the obligations actual knowledge of the Purchaser Key Personnel or was Disclosed. 11.7 Save in terms the case of fraud, the Vendor agrees to waive any rights, remedies or claims which the Vendor may have against any Acquired Group Company or any director, officer, employee or agent of any Acquired Group Company in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any such person on which the Vendor may have relied or which the Vendor may have taken into account in agreeing to give any Warranty or Tax Warranty in preparing the Disclosure Letter or in agreeing to any term of this agreement, Agreement. 11.8 The only warranties given in respect of Tax are the Tax Warranties and the agreement will Warranties shall be regarded as entered into deemed not to be given in the personal capacity respect of the person who signed this agreement as Purchaser or on behalf of the PurchaserTax.

Appears in 1 contract

Sources: Share Purchase Agreement (Axonics, Inc.)

Warranties. 9.1 In terms Seller represents that to the best of Seller's knowledge, (A) Seller has good and marketable fee simple title to the Property; (B) The Property will be in substantially the same condition upon Closing as on the date of Seller’s execution hereof; (C) There is no planned or pending rezoning affecting the Property; (D) There are no assessments, condemnations, or eminent domain proceedings or governmental orders pending or threatened against the Property or any portion thereof; (E) There is no option to purchase, right of first refusal to purchase or agreement for the sale and purchase of the provisions Property or any portion thereof to any person or entity; (F) No consent or approval of any other person or entity is required in order for this Agreement to be legal, valid and binding upon Seller; (G) There are no pending or threatened suits, proceedings, judgments, bankruptcies, or liens of claim thereof that might affect the title to the Property or executions against the present or former owners thereof, either in the county in which the Property is located or any other county in the State of Georgia that might affect title to the Property; and (H) Seller has not received any written notice from any tenant at the Property that a tenant has asserted any defense, set-off, or counterclaim with respect to its tenancy or its obligation to pay rent and other charges pursuant to its lease. If, prior to Closing, Seller or Purchaser shall become aware of any past or present matters that may cause any of the Consumer Protection Actwarranties or representations set forth in this Section 6 to be or become false, 19 of 2008inaccurate, it is recorded that the or misleading in any material respect (whether or not Seller has had knowledge thereof), Purchaser has shall have the right to terminate this Agreement without further recourse by Seller and 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 refund of the Consumer Protection Act; and ▇▇▇▇▇▇▇ Money. The warranties stated herein shall survive the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use Closing for a period of the goods Ninety (90) days. Any claim for residential purposes, that the provisions a breach 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 warranty must be filed during such Ninety (90) day period or shall be deemed to have accepted the dwelling in good order and conditionforever waived. 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 1 contract

Sources: Purchase Agreement (Wilshire Enterprises Inc)

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

Sources: Sale and Purchase Agreement (Infospace Inc)

Warranties. 9.1 In 5.1 The Vendor warrants with the Purchaser in the terms of the provisions Warranties as at the Completion Date. 5.2 Each of the Consumer Protection ActWarranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited by the terms of any of the other Warranties. 5.3 Save in the case of fraud or fraudulent concealment by the Vendor, 19 the Vendor shall be under no liability in respect of 2008any claim under the Warranties and any such claim shall be wholly barred and unenforceable unless written notice of such claim setting out full details of the relevant claim (including the grounds on which such claim is based and the amount claimed to be payable in respect thereof) shall have been served upon the Vendor by the Purchaser:- (a) in the case of a claim under the Warranties (other than the Warranties relating to Tax) by not later than 5.00 pm on the date which is 12 months after the date hereof; and (b) in the case of a claim under the Warranties relating to Tax by not later than 5.00 pm on the fourth anniversary of the date hereof and the liability of the Vendor for any claim specified in such notice shall absolutely determine and cease unless the amount payable in respect of the relevant claim has been agreed by the Vendor within six months of the date of such written notice, it is recorded or (i) if legal proceedings have not been instituted in respect of such claim by the due service of process on the Vendor within 3 months of the date of such written notice; or (ii) in the event that the Vendor shall make in respect thereof a request pursuant to clause 5.12(a)(ii), if legal proceedings have not been instituted by the Purchaser has in respect of such claim by the right due service of process on the Vendor within three months of the date on which pursuant to receive goods (clause 5.12(a)(ii) judgement is given by a court of competent jurisdiction in this instance respect of such proceedings as shall have been instituted by the Property) that:- 9.1.1 are reasonably suitable for Purchaser pursuant to such request or the purposes for date settlement is reached in such third party proceedings with the consent of the Vendor or on 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; Vendor and the Purchaser accordingly acknowledges and records agree that she has satisfied herself, having inspected proceedings or other action against the goods and having regard to third party shall be abandoned. For the intended use purpose 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 clause 5.3 legal proceedings shall not be deemed to have accepted been commenced unless they shall have been properly issued and validly served upon the dwelling in good order and conditionVendor. 9.3 5.4 Save in the case of fraud or fraudulent concealment the Vendor shall be under no liability in respect of any claim under the Warranties:- (a) where the liability of the Vendor in respect of that claim would (but for this paragraph) have been less than US$25,000; (b) unless and until and only to the extent that the liability in respect of that claim (not being a claim for which liability is excluded under sub-clause 5.4(a) above) when aggregated with the liability of the Vendor in respect of all other claims shall exceed US$300,000. 5.5 Save in the case of fraud or fraudulent concealment the aggregate liability of the Vendor in respect of all claims under this Agreement shall not in any circumstances exceed 5.6 The Vendor shall be under no liability whatsoever in respect of any claim under the Warranties if the facts or circumstances giving rise thereto are fully and fairly disclosed in the Disclosure Letter, any of the documents contained in the Data Room or provided for or stated to be exceptions under the terms of this agreement or are otherwise known to the Purchaser at the date hereof. 5.7 No liability (whether in contract, tort or otherwise) shall attach to the Vendor in respect of any claim under the Warranties to the extent that:- (a) the claim or the events giving rise to the claim would not have arisen but for an act, omission or transaction of the Purchaser or which would not have arisen but for any claim, election or surrender or disclaimer made or omitted to be made or notice or consent given or omitted to be given by the Purchaser under the provisions of any statutes relating to Tax; (b) the claim is based upon a liability which is contingent only, unless and until such contingent liability becomes an actual liability or until the same is finally adjudicated; (c) provision or reserve in respect of the matter giving rise to the claim shall have been made in the Accounts or to the extent that the matter giving rise to the claim shall have been noted in the Accounts; (d) the claim occurs wholly or partly out of or the amount thereof is increased as specifically a result of:- (i) any change in the accounting principles or practices of the Purchaser introduced or having effect after the date of this agreement unless the same is introduced to bring the accounting principles and practices into line with generally accepted accounting principles and practices in Spain in relation to a business of the type carried on by the Company; or (ii) any increase in the rates of taxation made after the date hereof; or (iii) any change in law or regulation or in its interpretation or administration by the Spanish courts, by the Spanish taxation authorities or by any other fiscal, monetary or regulatory authority (whether or not having the force of law); (e) the loss or damage giving rise to the claim is recoverable by the Purchaser under any policy of insurance or would have been so recoverable but for any change in the terms of insurance since the date of this agreement; or (f) the claim relates to a claim or liability for taxation and would not have arisen but for any winding-up or cessation after Completion of any business or trade carried on by the Company or the Purchaser. 5.8 The Purchaser shall promptly:- (a) inform the Vendor in writing of any fact, matter, event or circumstance which comes to its notice whereby it appears that the Vendor is or may be liable to make any payment in respect of any claim under the Warranties or whereby it appears the Purchaser’s Group shall become or may become entitled to recover from some other person a sum which is referable to a payment already made by the Vendor in respect of such a claim; and (b) thereafter keep the Vendors fully informed of all developments in relation thereto; and (c) provide all such information and documentation (no matter how it is recorded or stored) as the Vendor shall request in connection therewith and also in connection with any proceedings instituted by or against the Purchaser’s Group under clause 5.12 and which information or documentation is not the subject to legal professional privilege or confidential information created or brought into existence by the Purchaser’s Group since Completion. 5.9 The only remedies available to the Purchaser in respect of this agreement together with any other documents referred to in this agreement (the “Transaction Documents”) are damages for breach of contract (subject to the limitations set out in this agreement) and, for the Seller avoidance of doubt, it does not have any right to rescind or terminate any Transaction Documents either for breach of contract or for negligent or innocent misrepresentation or otherwise. 5.10 The Purchaser hereby represents and warrants that it has made no representation knowledge of any fact which might lead to claims against the Vendor under the Warranties. 5.11 The Purchaser’s Group will take or procure the taking of all such steps and given no warranties action as are necessary or as the Vendor may reasonably require in respect order to mitigate any claim under the Warranties and the Purchaser’s Group shall act in accordance with such request subject to the Company and the Purchaser being indemnified and adequately secured to the reasonable satisfaction of the subject matter Purchaser by the Vendor against all reasonable costs and expenses which may properly be incurred by reason of such action, including reasonable legal costs and expenses on a full indemnity basis. Nothing in this agreement shall 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 shall be deemed to relieve the Purchaser of any special levies that have been raised, common law or will be raised, after signature of this Agreement but prior other duty to registration of the Property. In the event that a special levy is raised, mitigate any loss or damage incurred 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 Purchaserit. 9.5 Levies and Special Levy (if any) (a) All amounts payable This clause shall apply in circumstances where:- (i) any claim is made against the Purchaser which may give rise to the Body Corporate in terms of Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable a claim by the Purchaser against the Vendor under the Warranties; or (ii) the Purchaser is or may be entitled to make any recovery from date some other person any sum in respect of Transfer and where applicable any facts or circumstances by reference to which the Purchaser has or may have a pro-rata share in relation to a given month. Any Special Levy so authorised by claim against the Body Corporate has been disclosed by Vendor under the Seller Warranties; or (iii) the Vendor shall have paid to the PurchaserPurchaser an amount in respect of a claim under the Warranties and subsequent to the making of such payment the Purchaser becomes or shall become entitled to recover from some other person a sum which is referable to that payment. (b) If The Purchaser shall and, where appropriate, the Trustees, after registration Company shall:- (i) (prior to taking any action against the Vendor under the Warranties in the case of transfer imposes a special levy to meet expenses which have been underestimated for any period up clause 5.12(a)(i) and clause 5.12(a)(ii) and subject 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 Company and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If being indemnified and adequately secured to 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 reasonable satisfaction of the Purchaser in terms by the Vendor against all reasonable costs and expenses which may properly be incurred by reason of this agreement, such action) promptly and diligently take all such action (including reasonable legal costs and expenses on a full indemnity basis) as the Vendor may reasonably request including the institution of proceedings and the agreement will instruction of professional advisers approved by the Vendor {such approval not to be regarded as entered into in the personal capacity of the person who signed this agreement as Purchaser or unreasonably withheld) to act on behalf of the Purchaser. 10.2 If Company and the Purchaser acts (as representative of a third party and fails the case may be) to disclose avoid, dispute, resist, compromise, defend or appeal against any such claim against the name of her principal and furnish written proof of her mandate within 24 (Twenty FourPurchaser as is referred to in clause 5.12(a)(i) hours or to make such recovery by the Purchaser as is referred to in clause 5.12(a)(ii) or clause 5.12(a)(iii), as the case may be, in accordance with the instructions of the conclusion of this agreement, and/or her principal does not ratify this agreement within Vendor to the aforementioned period, intent that such action shall be delegated entirely to the representative will Vendor provided that at all times the Purchaser and the Company shall continue to be personally liable for all indemnified and secured to the obligations reasonable satisfaction of the Purchaser provided that, however, either: (A) the Purchaser and/or the Company (as the case may be) must consent in writing to the terms and conditions of this agreementany settlement or compromise of any claim or dispute; or (B) (1) the Purchaser and/or the Company (as the case may be) must receive a full release, signed by all other parties to the dispute or claim, releasing the Purchaser and/or the Company (as the case may be) from all claims and the agreement will be regarded as entered into in the personal capacity liability arising out of the person who signed this agreement as Purchaser claim or on behalf of the Purchaser.dispute; and

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of Shares and Venture Loans (Royal Gold Inc)

Warranties. 9.1 In terms The Seller warrants, undertakes and agrees with the Buyer that: (a) the Seller is the sole author of the Work; (b) the Seller is the sole absolute and unincumbered legal and beneficial owner of all rights of copyright and all other rights whatever in and to the Work throughout the world and has not assigned or licensed any rights in the Work to any person; (c) there is no present or prospective claim proceeding or litigation in respect of the Work or any rights in the Work or the title to the Work or the working title or final title of the Work or the ownership of copyright in the Work which may in any way impair limit inhibit diminish or infringe upon any of the rights in the Work and the rights in the Work are not subject to potential reversion to or recapture by the Author; (d) the Work is original to the Author and does not and shall not infringe any right of copyright moral right or right of privacy or right of publicity or personality or any other right whatever of any other person; (e) the Seller irrevocably and unconditionally waives all rights in respect of the Work to which the Seller is now or may in future be entitled, and any other moral rights to which the Seller may be entitled under any legislation now existing or in future enacted in any part of the world; (f) copyright in the Work is valid and subsisting pursuant to the laws of Canada and the United States of America and the provisions of the Consumer Protection Act, 19 Berne Convention and Universal Copyright Convention; (g) all published copies of 2008, it is recorded that the Purchaser has the right to receive goods (Work have borne a copyright notice in this instance the Property) that:- 9.1.1 are reasonably suitable such form as shall secure protection 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 Work pursuant 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.Universal Copyright Convention; 9.2 The Purchaser having satisfied herself as (h) the Seller shall supply to the state Buyer forthwith on demand and as a condition precedent to the liability of the Property Buyer to make any payment to the Seller full chain of title information and copies of executed originals of all documents which are in the opinion of the Buyer necessary to vest the right in the Work in the Buyer in such form as shall be deemed satisfactory to have accepted the dwelling Buyer; (i) all statements purporting to be facts in good order the Work are true and condition.correct and no advice recipe formula or instruction in the Work will if followed or implemented by any person cause loss damage or injury to them or any other person; 9.3 Save as specifically set out in this agreement, (j) the Seller has made no representation and given no warranties in respect shall not disclose reveal or make public except to the professional advisers of the subject matter Seller any information whatever concerning the Work or the business of the Buyer or this Agreement all of which shall be strictly confidential nor shall the Seller make any public statement or press statement in connection with the foregoing or commit any act which might prejudice or damage the reputation of the Buyer or the successful exploitation of the Work; (k) the Seller undertakes to indemnify the Buyer and keep the Buyer at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this agreement provision the Buyer's legal costs on a solicitor and own client basis) awards damages however arising directly 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 indirectly as a result of any special levies that have been raised, breach 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 non-performance by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by any of the Seller/by the Purchaser's obligations undertakings or warranties in this 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 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

Sources: Assignment of Copyright (Giddy-Up Productions, Inc.)

Warranties. 9.1 In 4.1 Each of the Seller and Tesco warrant (subject to clauses 4.6 and 4.7) to the Purchaser and INC as the date of this agreement in the terms of the provisions warranties set out in Part A of Schedule 3 (the “Warranties”). 4.2 Each of the Consumer Protection Act, 19 Purchaser and INC warrant to the Seller and Tesco as at the date of 2008, it is recorded that this agreement 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 terms of the Consumer Protection Act; warranties set out in Part B of Schedule 3. 4.3 Each of the Warranties shall be construed as a separate warranty and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard (save as expressly provided to the intended use contrary) shall not be limited or restricted by reference to or inference from the terms of the goods for residential purposes, that the provisions any other warranty or any other term of the Consumer Protection Act has been complied with in all respectsthis agreement. 9.2 4.4 The Purchaser having satisfied herself as to the state of the Property Warranties shall be deemed to have accepted be repeated immediately before Completion with reference to the dwelling in good order facts and conditioncircumstances then existing. 9.3 Save as specifically set out 4.5 The Seller undertakes to notify the Purchaser in writing promptly if it becomes aware of any circumstance arising after the date of this agreement, agreement which would cause any Warranty (if they were repeated with reference to the facts and circumstances then existing) to become untrue or inaccurate or misleading in any respect which is material to the financial or trading position of the Business. 4.6 The aggregate liability of the Seller has made no representation and given no warranties and/or Tesco to make payment to the Purchaser and/or INC in respect of any Claim shall in no circumstances exceed £290,000, provided always that the subject matter aggregate liability of this agreement or the Seller and/or Tesco to make payment to the Purchaser and/or Inc in respect of anything relating thereto any Warranty Claim shall in no circumstances exceed £100,000 and this sale is accordingly voetstootsif either the Seller and/or Tesco are required to pay or reimburse the Purchaser’s or INC’s fees or expenses, such costs shall be taken into account in determining whether the maximum aggregate liability in relation to Claims or Warranty Claims (as the case may be) would be exceeded. 9.4 The Seller warrants and acknowledges 4.7 Save to the extent that he/it delay in recovery or process is not aware the consequence of any special levies that have been raised, fraud 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 wilful misconduct by the Seller and Purchaserand/or Tesco, 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 proceedings in relation to a Claim or a Warranty Claim shall not be brought against the Seller and/or Tesco unless written notice of a breach, identifying the provisions of this agreement which the Purchaser and/or INC alleges have been breached, is given month. Any Special Levy so authorised to the Seller and/or Tesco (as the case may be) before the date 18 months from Completion. 4.8 The Purchaser may rescind this agreement at any time prior to Completion (but shall have no other recourse against the Seller or Tesco), by giving written notice to the Body Corporate has been disclosed Seller’s Solicitors, if the Seller and/or Tesco breaches any term of this agreement to a material extent or if any Warranty given by the Seller or Tesco is at any time prior to the PurchaserCompletion either not true or accurate to a material extent, or is misleading to a material extent. (b) 4.9 If the TrusteesSeller or Tesco fails or is unable to perform any of their material obligations required to be performed by them on or before Completion, 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 obliged to complete 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 sale and purchase of the Body Corporate/Developer Business and/or the Business Assets and the Purchaser is hereby informed of such right accordinglymay, in compliance with section 25 (14) of Act 95 of 1986.its absolute discretion, by written notice to the Seller at the time Completion would otherwise be due to take place: 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 4.9.1 terminate this agreement, and neither party shall have any claim of any nature whatsoever against the other party under this agreement will be regarded as entered into (save in the personal capacity respect of any rights and liabilities of the person who signed this agreement parties (or such persons) which have accrued before termination; or 4.9.2 elect to defer Completion by not more than 10 Business Days to such other date as Purchaser or on behalf of it may specify in such notice, in which event 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 provisions of this agreementclause 4.9 shall apply, and/or her principal does not ratify this agreement within mutatis mutandis, if the aforementioned period, the representative will be personally liable for all the Seller and Tesco fail or are unable to perform any of their material 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 Purchasersuch other date.

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of the Business of Ivillage Uk Limited (Ivillage Inc)

Warranties. 9.1 In 4.1 Each of the Warrantors hereby acknowledges that he has made representations to the Buyers in the terms of the provisions Warranties at the date of this agreement with the intention of inducing the Buyers to enter into this agreement. Accordingly each 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 Warrantors hereby severally represents 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 warrants to the intended use of the goods for residential purposesBuyers, that subject to the provisions of this clause 4 and schedule 5 in the Consumer Protection Act has been complied with terms of the Warranties and acknowledges that each Buyer is entering into this agreement in all respectsreliance upon such Warranties. 9.2 4.2 The Purchaser having satisfied herself as to the state Warranties, and those other obligations of the Property Sellers, the Buyers and the Warrantors under this agreement which then remain to be performed, shall survive Completion. 4.3 Insofar as any information supplied directly or indirectly by any group company or its agents, advisers, directors, officers or employees prior to Completion to any of the Warrantors or their agents, advisers, directors, officers or employees in connection with the Warranties and any disclosures thereto shall or could be deemed to have accepted be a representation made by the dwelling relevant group company to such Warrantor, such Warrantor hereby waives any and all claims against the relevant group company in good order and conditionrespect thereof. 9.3 Save 4.4 Each Warranty shall be construed independently of any other to the intent that the meaning and effectiveness of any one Warranty shall not be restricted by reference to any other Warranty. 4.5 No claim by the Buyers shall be prejudiced or reduced in consequence of any information relating to any group company (other than, in relation to a claim under the Warranties, information disclosed to the Buyers as specifically set out provided in this agreement, clause 4 and in schedule 5) which may come to the Seller has made no representation and given no warranties in respect knowledge of the subject matter Buyers or its advisers after Completion. 4.6 The Warranties are qualified to the extent of the facts and circumstances disclosed in the Disclosure Letter and the Disclosure Documents or deemed pursuant to paragraph 2 of schedule 5 to have been disclosed. Subject to paragraph 6 of schedule 5 no other knowledge relating to a group company (actual constructive or imputed) prevents or limits a claim made by the Buyers for breach of the Warranties and the Warrantors may not invoke the Buyers' knowledge (actual constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate, incomplete or misleading as a defence to a claim for a breach of Warranty. 4.7 The Warrantors shall not (in the event of any claim made against any of them in connection with the sale of the Shares to the Buyers) make any claim against the Company or any group company or against any director or employee of the Company or any group company on whom they have relied before agreeing to any term of this agreement or the Tax Deed or authorising any statement in respect of anything relating thereto the Disclosure Letter save that in circumstances where the Warrantors have been fraudulently misled or information has been deliberately and this sale is accordingly voetstootsknowingly withheld by any such director or employee, or where any employee has otherwise acted in bad faith, the Warrantors shall be entitled to make a claim against any such director or employee who has acted fraudulently or deliberately and knowingly withheld information. 9.4 4.8 The Seller warrants and acknowledges that he/it is not aware provisions of any special levies that have been raisedschedule 5 shall operate to limit or exclude, or will be raisedas the case may be, after signature of this Agreement but prior to registration the liability 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 PurchaserWarrantors for Relevant Claims (as defined therein). 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

Sources: Agreement for the Sale of Shares (Getty Images 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 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 represents to the Purchaser such amount when it becomes payable by as follows: (A) the Purchaser. If after acceptance hereof but before transfer Seller, Meadowvale Care Limited, Tamaris Healthcare plc, Tamaris (Scotland) Limited, Tamaris (QCH) Limited and Caledonian Care Limited are the beneficial owners of all the Sale Shares free of all Encumbrances (other than the Charge); (B) so far as the Seller is effectedaware having made all reasonable enquiries, the Trustees passes any resolution imposing a special levy to cater for any future improvements to Companies are the scheme beneficial owners of the Purchaser shall be liable for leasehold interests in each of the payment thereof. The Seller warrants that he is not aware Properties as described in Schedule 2 free of any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over all Encumbrances other than (1) the scheme, is registered Charge (2) the charges in favour of the Body Corporate/Developer landlords described in Schedule 2 and (3) such rights of forfeiture as may exist by reason of the failure of the Company to pay rent and other payments to the respective landlords; (C) so far as the Seller is aware having made all reasonable enquiries, the rental arrears for each Property listed in Part I (A) of Schedule 2 are as set out against such Property and so far as the Seller is aware there are no other arrears of rental or other payments due by the Companies to the landlords of such Properties; (D) so far as the Seller is aware having made all reasonable enquiries, there are no charges or other Encumbrances over any of the assets of the Companies save as set out in such respective Companies' register of charges which have been made available for inspection by the Purchaser prior to the date hereof; (E) the Bank Indebtedness does not and will not immediately prior to Completion exceed (pound)3,900,000; and (F) so far as the Seller is hereby informed of such right accordinglyaware having made all reasonable enquiries, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If no petition has been presented for 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 winding up of the conclusion of this agreement, Seller and no administrator or the entity does not ratify this agreement within 30 receiver (Thirtyincluding an administrative receiver) days has been appointed over any or all 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's assets. 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

Sources: Share Acquisition Agreement (Omega Worldwide Inc)

Warranties. 9.1 In 7.1 The Vendor represents, warrants and undertakes to the Purchaser in the terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded Warranties and acknowledges that the Purchaser has entered into this Agreement in reliance upon the right Warranties. 7.2 The Vendor undertakes (without limiting any other rights of the Purchaser in any way including its rights to receive goods damages in respect of a claim for breach of any Warranty on any other basis) that it shall pay in cash to the Purchaser (or, if so directed by the Purchaser, to the Group Company in this instance question) (each an Indemnified Person) by way of indemnity on demand in the Propertycase of a breach of any of the Warranties, a sum equal to the aggregate of (i) that:-the amount which, if received by the Indemnified Person, would be necessary to put that Indemnified Person into the financial position which would have existed had there been no breach of the Warranty in question; and (ii) all Costs suffered or incurred by the Indemnified Person, directly or indirectly, as a result of or in connection with such breach of Warranty. 9.1.1 are reasonably suitable for 7.3 The Vendor agrees to waive the purposes for benefit of all rights (if any) which the goods are generally intended;Vendor may have against any Group Company, or any present or former officer or employee of any such company, on whom the Vendor may have relied in agreeing to any term of this Agreement and the Vendor undertakes not to make any claim in respect of such reliance. 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 7.4 Each of the Consumer Protection Act; Warranties shall be construed as a separate Warranty and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard (save as expressly provided to the intended use contrary) shall not be limited or restricted by reference to or inference from the terms of the goods for residential purposes, that the provisions any other Warranty or any other term of the Consumer Protection Act has been complied with in all respectsthis Agreement. 9.2 7.5 The Purchaser having satisfied herself as to the state of the Property Warranties shall be deemed to have accepted be repeated immediately before Completion with reference to the dwelling in good order facts and conditioncircumstances then existing. 9.3 Save as specifically set out 7.6 The Vendor undertakes to notify the Purchaser 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/writing promptly if it is not becomes aware of any special levies that have been raised, or will be raised, circumstance arising after signature the date of this Agreement but prior which would cause any Warranty (if the Warranties were repeated with reference to registration the facts and circumstances then existing) to become untrue or inaccurate or misleading in any respect which is material to the financial or trading position of either 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 PurchaserGroup Companies. 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

Sources: Sale and Purchase Agreement (China Unicom LTD)

Warranties. 9.1 In terms The Vendor warrants to the Purchaser that each of the provisions following statements is true and accurate in all material respects as at the date of this agreement by reference to the Consumer Protection Actfacts and circumstances then existing and as at the Completion Date (unless expressly stated otherwise) by reference to the facts and circumstances then existing, 19 of 2008, it is recorded on the basis that these are the only warranties provided 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, 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 except those mutual warranties set out in clause 13) and the sale and purchase of the Assets is otherwise conducted on an 'as is, where is' basis subject to all faults and defects whether or not they are apparent: (a) the Vendor is the holder of a 100% legal and beneficial interest in the Mining Tenements and the Records and the Vendor has full capacity and power to hold those interests; (b) at Completion, there will be no Encumbrances over or affecting the Vendor's interest in the Mining Tenements and the Vendor is not party to any agreement to grant any Encumbrance over any of the Mining Tenements; (c) other than the Transaction Documents, there are no agreements, arrangements or understandings in force requiring the Vendor's interest in any of the Mining Tenements to be shared with or made available to any person; (d) the Vendor has not received any notices which are outstanding in respect of any breach of any Environmental Law in relation to any of the Mining Tenements; (e) the Mining Tenements are in good standing, with all rents and rates and all expenditure conditions (up to the date of this agreement) having been paid and complied with; (f) the Mining Tenements are not subject to a notice or application for any of them to be revoked, cancelled or forfeited, and so far as the Vendor is aware there are no facts or circumstances which are likely to give rise to any such notice or application being made; (g) with respect to each Contract: (i) the Vendor is not in material default under the Contract; and (ii) as far as the Vendor is aware, no other party to the Contract is in material default under the Contract (h) other than the Contracts, there are no agreements, arrangements or understanding to which the Vendor or any of its Related Bodies Corporate are a party that are material to the Mining Tenements; (i) as far as the Vendor is aware, there are: (i) no Claims threatened or pending against the Vendor; and (ii) no material fact, matter, or circumstance likely to give rise to any Claim or Liability against the Vendor, concerning, relating to or affecting the Assets; (j) as at the date of this agreement, the Seller has made Vendor is not: (i) a party to or the subject of any Claim; or (ii) the subject of any ruling, judgment, order or decree by any Governmental Authority or any other person, concerning, relating to or affecting any Mining Tenement; (k) there is no representation and given no warranties in respect Contamination of the subject matter Mining Tenements or Contamination of this agreement adjacent land as a result of Contaminants emanating from the Mining Tenements; (l) the Vendor has complied in all material respects with all applicable laws and the Vendor has not received notice of any contravention or in respect allegation of anything any material contravention of any applicable law concerning, relating thereto and this sale is accordingly voetstoots.to or affecting the Assets; 9.4 The Seller warrants and acknowledges that he/it (m) the Vendor is not aware of any special levies that Claim or any entitlement to make a Claim against any former holder of the Mining Tenement or the Assets; and (n) so far as the Vendor is aware, all Records relating to the Mining Tenements have been raised, disclosed to the Purchaser 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 provided to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but on or 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 resolutionCompletion. 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

Sources: Sale and Purchase Agreement (Peabody Energy Corp)

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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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: ▇▇▇▇ ▇▇▇▇▇▇ – Marketing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – E-commerce ▇▇▇▇▇ ▇▇▇▇▇▇ – Finance Sian Fell – HR ▇▇▇▇ ▇▇▇▇▇ – Technology Support ▇▇▇▇▇ ▇▇▇▇▇ – Business Planning ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ – Customer Service ▇▇▇▇ ▇▇▇▇▇ – 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ against any UK income tax liability or primary UK national insurance contributions liability incurred by such Manager or ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇ (“ITEPA”) and any Tax arising in connection with a payment made to the Body Corporate in terms of such Manager or ▇▇▇▇▇ ▇▇▇▇▇ pursuant to this clause 9.24. Each Manager and ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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

Sources: Share Purchase Agreement (FTD Group, Inc.)

Warranties. 9.1 In 8.1 The Vendors warrant to the Purchaser in the terms of the provisions Warranties. 8.2 The Vendors and the Vendors' Guarantor shall not (in the event of any claim being made against any of them in connection with the sale of the Consumer Protection ActShares to the Purchaser) make any claim against the Company or any of the Subsidiaries or against any person who is a director or employee of the Company or any of the Subsidiaries at the date of this Agreement on whom any of the Vendors or the Vendors' Guarantor may have relied before agreeing to any term of this Agreement or of the Tax Deed or authorising any statement in the Disclosure Letter, 19 save, in the case of 2008claims against directors or employees in their personal capacity, for fraud, but so that this shall not preclude any Vendor or the Vendors' Guarantor from claiming against any other Vendor or the Vendors' Guarantor under any right of contribution or indemnity to which it is recorded that may be entitled. For the Purchaser has the right to receive goods (avoidance of doubt, nothing in this instance sub-clause 8.2 shall limit any rights of the Property) that:-Vendors' Guarantor in relation to any Black Group Act or otherwise under sub-clause 10.9. 9.1.1 are reasonably suitable for 8.3 Each of the purposes for which Warranties shall be construed as a separate warranty and is given subject to the goods are generally intended; 9.1.2 are matters fairly disclosed in or by the Disclosure Letter and to any other matter or thing hereafter done or omitted to be done pursuant to the terms of good quality, in good working order and free of defects; 9.1.3 comply in general this Agreement or otherwise at the written request or with the requirements and standards contemplated in Section 55 prior written approval of the Consumer Protection Act; Purchaser. 8.4 No Relevant Claim shall be made unless written notice containing specific details of such Relevant Claim is served on the Vendors before the date which is 18 months from Completion and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the intended use no Tax Claim shall be made unless written notice of such Tax Claim is served in accordance with clause 10 of the goods for residential purposes, that Tax Deed on the provisions of Vendors before the Consumer Protection Act has been complied with in all respectsdate which is 7 years following Completion. 9.2 The Purchaser having satisfied herself as to 8.5 A Relevant Claim and/or a Tax Claim shall not be enforceable against the state of the Property Vendors and shall be deemed to have accepted been withdrawn unless legal proceedings in connection with it are commenced within six months after written notice of it is first served on the dwelling Vendors provided that if the relevant written notice was given (a) in good order respect of a Relevant Claim that was then contingent only, such period of six months shall commence on and conditionfrom the date on which that Relevant Claim ceases to be contingent and becomes actual; and (b) in respect of a Relevant Claim covered by clause 8.9, such period of six months shall commence on and from the date that the Purchaser gives notice to the Vendors that, in its reasonable opinion, the Purchaser or the Company or the Subsidiary (or any assignee or successor in title thereof) as appropriate, has used all reasonable endeavours to recover the relevant sum provided that such notice may be given no later than six months after the date on which the relevant entity first became aware of the matter or event which would give rise to a Relevant Claim. 9.3 Save as specifically set out in this agreement, 8.6 The aggregate amount of the Seller has made no representation and given no warranties liability of the Vendors in respect of the subject matter aggregate of all Relevant Claims and all Tax Claims shall not exceed (pound)60 million, provided that if the amount of all Relevant Claims and Tax Claims exceeds (pound)60 million the aggregate amount of liability of the Vendors shall bE increased to (pound)80 million, with the excess over the amount of (pound)60 millioN TO BE applied to meet Tax Claims only, and provided that this agreement sub-clause 8.6 shall not apply to a Relevant Claim or Tax Claim related to title to the Shares and/or to title to the shares held by the Group and HTNM LLC in the Subsidiaries and the Joint Venture Companies, as set out in Parts 2 and 3 of Schedule 1. 8.7 No liability shall attach to the Vendors in respect of anything relating thereto any Relevant Claim unless the aggregate amount of the liability of the Vendors in respect of all Relevant Claims shall exceed (pound)3 million, nor shall any liability attach to thE Vendors in respect of any Tax Claim unless the aggregate amount of the liability of the Vendors in respect of all Tax Claims shall exceed (pound)1 million, and this sale is accordingly voetstootsin each case only the excess shall be payable, and no Relevant Claim or Tax Claim shall be made unless the individual Relevant Claim and Tax Claim exceeds (pound)50,000. 9.4 8.8 The Seller warrants and acknowledges Vendors shall not be liable in respect of a Relevant Claim: 8.8.1 if it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or the Company or any of the Subsidiaries or any of their respective employees, agents or successors in title; 8.8.2 to the extent that he/it arises or is not aware increased as a result only of: (A) an increase in the rates, method of calculation or scope of taxation after the date of this Agreement; (B) any change in generally accepted accounting practice after the Accounts Date; or (C) the passing of any special levies legislation, or the making of any subordinate legislation, after the date of this Agreement; 8.8.3 to the extent that it relates to any loss which is recovered by the Purchaser (or any assignee or successor in title thereof) or the Company or any of the Subsidiaries from its insurers or which would have been raised, so recoverable if at the relevant time there had been maintained valid and adequate insurance cover of a type and affording the same degree of cover as that in force in relation to the Company or will be raised, after signature any of the Subsidiaries at the date of this Agreement but prior Agreement; 8.8.4 to registration the extent that the matter giving rise to the Relevant Claim gives rise to Tax Relief (as defined in the Tax Deed); or 8.8.5 to the extent that it relates to: (A) any matter specifically taken into account in matters provided for or included as liabilities, in the Accounts or the Previous Accounts or fairly disclosed in, the Accounts or the Previous Accounts; (B) any liability for taxation arising in the ordinary course of business of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees Company or any of the body corporate, Subsidiaries after date of signature of this Agreement but prior to registration the Working Capital Date; or (C) any matter specifically taken into account in matters provided for or included as a liability in the Working Capital Statement. 8.9 Where the Purchaser or the Company or any of the PropertySubsidiaries (or any assignee or successor in title thereof) is or may be entitled to recover from any person any sum in respect of any matter or event which would give rise to a Relevant Claim, it is agreed the person so entitled shall use all reasonable endeavours to recover that sum before making the special levy will be paid: * jointly by Relevant Claim (keeping the Seller Vendors at all times fully and Purchaserpromptly informed to the extent reasonably practicable of the conduct of such recovery), and any sum recovered (after deduction of reasonable costs and expenses incurred in connection with such recovery and any tax payable 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 said sum (if any) ) will reduce the amount of the Relevant Claim (a) All amounts payable and, in the event of the recovery being delayed until after the Relevant Claim has been satisfied by the Vendors, shall be paid to the Body Corporate in terms Vendors, after deduction of Section 37(1) all reasonable costs and expenses of the Sectional Titles Act recovery and any tax payable on the said sum (if any)). 8.10 Where any facts or circumstances could give rise to a claim under the Warranties and a claim under the Tax Deed or a claim under clause 10.9, the Vendors shall not be liable in respect of 1986 (Levies) shall be payable any claim to the extent that the loss giving issue to such claim has been recovered by the Purchaser from date under another claim. 8.11 The Purchaser shall procure that the Company and each of Transfer the Subsidiaries (and where applicable any assignee or successor in title thereof) shall accept and comply with sub-clauses 8.9 and 8.12 as if each such person were a pro-rata share in relation party to a given month. Any Special Levy so authorised and bound by the Body Corporate has been disclosed by the Seller to the Purchaserthis Agreement. (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 8.12 The Purchaser shall: 8.12.1 as soon as reasonably practicable following 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 becoming aware of any Relevant Claim or of any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim notify the Vendors in writing of such pending resolutionRelevant Claim or of such claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; 8.12.2 to the extent reasonably practicable and subject to any relevant law or regulation disclose in writing to the Vendors such material information and documents relating to any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; 8.12.3 at the Vendors cost (to the extent such costs have been reasonably incurred) take such action as the Vendors may reasonably require to avoid, resist, contest or compromise any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; and 8.12.4 not settle, make any admission of liability nor compromise any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim without the prior written consent of the Vendors such consent not to be unreasonably withheld or delayed. 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 8.13 Save 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 thereofexpressly provided herein, the trustee shall be personally liable Vendors expressly disclaim all liability and responsibility for all the obligations any conclusion, opinion, forecast or evaluation contained within or derived or capable 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 being derived from any investigation carried out or made by or on behalf of the Purchaser. 10.2 If Purchaser in the course of any due diligence or other enquiry prior to the Purchaser acts as representative of a third party and fails to disclose entering into this Agreement or any other data, document, record or information disclosed by the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours Vendors, the Company or any of the conclusion Subsidiaries or any employee, agent or adviser of this agreementany of them, and/or her principal does not ratify this agreement within the aforementioned period, the representative will be personally liable for all the obligations of to the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the personal capacity of the or to any person who signed this agreement as Purchaser or on behalf of the Purchaser,. 8.14 The provisions of this clause 8 apply notwithstanding any other provision of this Agreement or its Schedules to the contrary and shall not be discharged or cease to have effect in consequence of any rescission or termination by the Purchaser of any other provision of this Agreement. 8.15 The provisions of this clause 8 shall not apply in respect of any Relevant Claim or Tax Claim to the extent that such claim is (or the delay in the discovery of which is) the consequence of fraud or dishonesty by the Vendors in connection with the negotiation or preparation of this Agreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Hollinger International Inc)

Warranties. 9.1 In 11.1 The Company represents, warrants and undertakes to the Banks in the terms set out in Schedule 3. 11.2 The Warranties are given subject to matters properly disclosed in the Issue Documents. 11.3 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from any other terms of this Agreement. 11.4 Save as otherwise provided herein the provisions Warranties shall remain in full force and effect notwithstanding the issue of the Consumer Protection New Ordinary Shares. 11.5 The Company undertakes to the Banks that it will: 11.5.1 refrain from doing or omitting to do any act or thing whereby any of the Warranties would not be true if the Warranties were repeated at any time up to and including the date of Admission; and 11.5.2 forthwith disclose in writing to the Banks any matter or thing which may arise or become known to it after the date of this Agreement and before Admission which is inconsistent with any of the Warranties or which might render any of them misleading or which would be inconsistent with any of the Warranties as if the Warranties were repeated at all times up to and including the date of Admission or which is material to be known by an applicant for any of the New Ordinary Shares or by the Underwriter as a potential acquirer of the New Ordinary Shares hereunder. 11.6 The Company shall on the date of, and immediately prior to, the posting of the PALs, confirm in writing to the Banks in the form of agreed draft "I" that, as at the date and time at which such confirmation is signed, there has been no breach of any of the Warranties and that no event has occurred by reason of which any of them has ceased to be true and accurate as if repeated by reference to facts and circumstances at such date. 11.7 The Underwriter undertakes and acknowledges to and with the Company that: 11.7.1 none of the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares have been or will be registered by the Underwriter under the United States Securities Act of 1933 as amended (the "U.S. Securities Act") and may not be offered or sold by the Underwriter within the United States or to US Persons except pursuant to an exemption from, 19 or in transactions not subject to, the registration requirements of 2008the U.S. Securities Act. The Underwriter has not offered or sold, and will not offer or sell, any of the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares to persons within the United States (including sub-underwriters) except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act; 11.7.2 neither it, its affiliates, nor any person acting on its behalf has engaged in or will engage in any "directed selling efforts" with respect to the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares; 11.7.3 any sub-underwriter will agree that the restrictions set out in 11.7.1 and 11.7.2 above apply to it; and 11.7.4 terms used in this sub-clause 11.7 have the meanings ascribed to them by Regulation S under the US Securities Act. 11.8.1 If the auditors for the time being of a Bank shall certify (at the request and expense of the Company) that any claim under the Warranties which has resulted in a payment having been made or becoming due from the Company would give rise to a Tax Relief for the Bank which would not otherwise have arisen, then, as and when the liability of the Bank to make an actual payment of tax is reduced by that Tax Relief (and in this respect the Bank may in its absolute discretion choose to utilise any other Tax Reliefs that are or become available to the Bank in priority to the Tax Relief which would not have arisen but for the claim which has resulted in the payment having been made or becoming due from the Company) or, in the case of a repayment, as and when the repayment is received, the amount by which the liability is reduced or the amount of the repayment shall be dealt with in accordance with clause 11.8.2. 11.8.2 Where it is recorded provided in clause 11.8.1 that any amount (the "Relevant Amount") is to be dealt with in accordance with this clause 11.8.2: (A) the Relevant Amount shall first be set off against any payment then due from the Company under the Warranties; and (B) to the extent that there is any excess, a refund shall be made to the Company of any previous payment or payments made by the Company under the Warranties and not previously refunded under this sub-clause up to the amount of such excess; and (C) to the extent that the Purchaser excess referred to in paragraph 11.8.2(B) is not exhausted under that paragraph, the remainder of that excess shall be paid to the Company by the relevant Bank. 11.8.3 Where any such certification as is mentioned in clause 11. 8.1 has been made, the right Company or the relevant Bank may (at its own expense) request the auditors for the time being of the Bank to receive goods (review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether, in the light of those circumstances, the amount that was subject to such certification should be amended; and if the auditors certify under this instance the Property) that:- 9.1.1 are reasonably suitable clause 11.8.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes for which of clause 11.8.2 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 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 Relevant Amount in respect of the subject matter certification in question in place of this agreement the amount originally certified and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Company or (as the case may be) to the Company. 11.9 If any payment becomes due from the Company to a Bank in respect of anything relating thereto a breach of the Warranties and this sale the Bank either: 11.9.1 is accordingly voetstoots.immediately entitled at the due date for the making of that payment to recover from some other person (not being the Company) any sum in respect of the claim that has resulted in that payment becoming due from the Company; or 9.4 The Seller warrants 11.9.2 becomes entitled at some subsequent date to make such a recovery, the Bank shall notify the Company of its entitlement and acknowledges shall, if so required by the Company, at the Company's sole expense and subject to adequate security for costs being provided by the Company, take all appropriate steps to enforce that he/it is not aware recovery (keeping the Company reasonably informed of the progress of any special levies that have been raised, or will be raised, action taken) and shall account to the Company for whichever is the lesser of: (A) any sum so recovered after signature deduction 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 all costs and expenses incurred by the trustees of Bank in enforcing such recovery; and (B) 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 amount paid by the Seller and Purchaser, on a pro-rata basis according to date Company in respect of registration, if possible/on an equal basis/by the Seller/by the PurchaserWarranty claim in question. 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

Sources: Rights Issue Underwriting Agreement (Enodis PLC)

Warranties. 9.1 In terms 8.1 The Seller acknowledges that the Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties. 8.2 The Seller warrants to the Buyer that except as Disclosed, each Warranty is true, accurate and not misleading as at the date of this agreement. 8.3 The Seller further warrants to the Buyer that each of the provisions Warranties will be true, accurate and not misleading throughout the Interim Period. For this purpose, each 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 Warranties 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 repeated on each day of the subject matter Interim Period by reference to the facts and circumstances then subsisting. Any reference made to the date of this agreement (whether express or implied) in respect relation to any Warranty shall be construed, in connection with the repetition of anything relating thereto and this sale is accordingly voetstootsthe Warranties, as a reference to the date of such repetition. 9.4 8.4 The Seller warrants shall not (and acknowledges shall procure that he/it is not neither the Company shall) do anything during the Interim Period that would be inconsistent with any term of this agreement including any of the Warranties, or cause any Warranty to be untrue, inaccurate or misleading. 8.5 If at any time during the Interim Period the Seller becomes aware of any special levies that have been raiseda fact or circumstance which constitutes (or which is reasonably expected to constitute) a breach of Warranty, or will which would cause (or is reasonably expected to cause) a Warranty to be raiseduntrue, 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 Propertyinaccurate or misleading, 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)shall promptly: (a) All amounts payable to notify the Body Corporate Buyer in terms of Section 37(1) writing of the Sectional Titles Act relevant fact or circumstance in sufficient detail to enable the Buyer to make an accurate assessment 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 Purchasersituation; and (b) if requested by the Buyer, use its best endeavours to remedy or prevent (as the case may be) the notified breach or anticipated breach. 8.6 If at any time during the TrusteesInterim Period it becomes apparent that a Warranty has been breached in any material respect, after registration is untrue, inaccurate or misleading in any material respect, or that the Seller has breached any other term of transfer imposes a special levy to meet expenses which have been underestimated for any period up this agreement that is material 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 Transaction (including 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 Seller's obligations and undertakings in Part 2 of Schedule 2) the Purchaser is hereby informed of such Buyer may (at its sole discretion and without prejudice to any other rights or remedies it has, including the right accordingly, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If the Purchaser acts as trustee to claim damages 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 breach of this agreement, or the entity does not ratify ): (a) terminate this agreement within 30 by notice in writing to the Seller (Thirty) days of the conclusion thereof, the trustee in which case clause 2.3 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.apply); or

Appears in 1 contract

Sources: Share Purchase Agreement (Concierge 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 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 The Seller warrants to the intended use Buyer that each Fundamental Warranty is true and accurate as at the 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 Seller further warrants to the state Buyer that, save for the Fundamental Warranties, each Warranty and Tax Warranty is true and accurate as at the date of this agreement, subject only to: (a) any matter Disclosed; (b) 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 9 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)Schedule 6; and (ac) 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 transferTax Warranties only, 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 limitations and qualifications set out in Schedule 5. 9.3 Each Warranty and Tax Warranty shall be liable for construed as a separate and independent warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the payment thereof. The Seller warrants that he is not aware terms of any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over the schemeother Warranty, 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 Tax Warranty or any 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 provision of this agreement, and the Buyer shall have a separate claim and right of action in respect of every breach of Warranty or Tax Warranty (subject to the limitations and qualifications set out in this clause 8, Schedule 5 and Schedule 6). 9.4 The Seller agrees with the Buyer (for themselves and as trustee for the Target and their respective directors, officers and employees) to waive any claim or remedy or right which it may have in respect of any misrepresentation (other than as a result of fraud or fraudulent misrepresentation), inaccuracy or omission in or from any information or advice supplied or given by the Target or a director, officer or employee of the Target for the purpose of assisting the Seller in giving any warranty, representation, undertaking or covenant, in preparing the Disclosure Letter or in entering into this agreement will or any other Transaction Document. 9.5 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, information and belief of the Seller" or words to such effect, such expression shall mean that the Seller has made due and careful enquiries into the subject matter of that Warranty or Tax Warranty of each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Proikoglou, Apostolos Karakaxas ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Barbounakis. 9.6 Notwithstanding any other provisions of this agreement or any other Transaction Document, none of the limitations contained in this clause 9, Schedule 5, Schedule 6, Disclosure Letter, nor any statutory limitation shall apply to any claim for breach of the Leakage Undertaking, any claim for breach of the Fundamental Warranties, or any claim for breach of the Warranties or 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 or fraudulent misrepresentation on the part of the Seller. 9.7 If any amount is paid by the Seller in respect of a breach of any Warranty or Tax Warranty or otherwise pursuant to this clause 9, the amount of such payment shall be regarded as entered into deemed to constitute a reduction in the personal capacity of Consideration to the person who signed this agreement as Purchaser or on behalf of the Purchaserextent permitted by law. 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

Sources: Share Purchase Agreement (Climb Global Solutions, Inc.)

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 as specifically set out in this agreement, the Seller has made no representation and given no warranties 5.7 No proceedings shall be commenced in respect of any claim for breach of the subject matter 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 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 agreement or Clause 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 anything relating thereto any and this sale is accordingly voetstoots. 9.4 The Seller warrants all claims under the Warranties and acknowledges the Deed of Covenant shall be limited to (pound)2,500,000 provided that he/the Vendor may at his election settle any such claim in cash and/or by the delivery to the Purchaser (or as it is shall direct) of Europe Shares and/or Asia Shares (on the basis that each such share has a value of (pound)[_______]) provided further that the Vendor shall pay to the Purchaser not aware less than 40% in respect of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Propertyeach such claim in cash. In the event that a special levy is raised, by way the Vendor settles part of a special resolution passed any such claim by the trustees delivery of Europe Shares and/or Asia Shares, the Vendor shall transfer such shares to the Purchaser (or as it shall direct) with full title guarantee free from all Security Interests but with all rights then attaching thereto and deliver up the relative certificate(s) therefor. 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 Group or the Purchaser or either of them receives any payment from any third party 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 be paid: * jointly loss suffered by the Seller and PurchaserCompany which resulted in the claim, 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 Purchaser shall reimburse to the Body Corporate in terms of Section 37(1Vendor the amount so recovered less all reasonable costs and expenses (including any Tax liability) of the Sectional Titles Act of 1986 (Levies) shall be payable 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 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 third parties subject to the Purchaser such amount when it becomes payable 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 these in respect of the Warranties or the Deed of Covenant, then provided that the Purchaser. If after acceptance hereof but before transfer 's claim against the Vendor shall not be prejudiced the Purchaser shall: 5.10.1.1 as quickly as reasonably possible, notify the Vendor by written notice as soon as it is effectedreasonably 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 claim, details of 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 1 contract

Sources: Share Purchase Agreement (Transmedia Europe Inc)

Warranties. 9.1 In terms 3.1 The Company confirms and acknowledges the subsistence of the provisions Warranties given by it pursuant to clause 3 of the Consumer Protection ActOriginal Shareholders Agreement, 19 which clause is repeated below (as amended) for ease of 2008, it is recorded that the Purchaser has the right to receive goods (reference. References 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 clause 3 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 Schedule 9 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 “this Agreement” shall be deemed to have accepted be references to the dwelling in good order Original Subscription and conditionShareholders Agreement and this clause 3 and Schedule 9 (as amended and restated) shall be construed accordingly. 9.3 Save 3.2 The Company warrants to the Investor that each Warranty is true, accurate and not misleading in any material respect as specifically set out at the date of this Agreement, and that such Warranties shall be deemed repeated on each Loan Drawdown Date, with reference to the facts and circumstances in each case then prevailing and in particular with reference to facts and circumstances disclosed in writing to the Investor Directors in connection with any meeting of the Board of Directors or as an update to the Disclosure Letters as provided in Section 3.4. 3.3 The Company acknowledges that the Investor is entering into this agreement, Agreement in reliance on each of the Seller Warranties which has made no also been given as a representation and given no warranties with the intention of inducing the Investor to enter into this Agreement. 3.4 Each of the Warranties is qualified by matters fairly and specifically disclosed in the Disclosure Letters corresponding to such Warranty as at the date of this Agreement, and the Company shall be entitled to update the Disclosure Letters if they become aware that any event has occurred or matter has arisen which results or may result in any of the Warranties being untrue, inaccurate or misleading in any material respect as at a Loan Drawdown Date. 3.5 Each Warranty is to be construed separately and independently and (except where this Agreement provides otherwise) is not limited by another provision of this Agreement or another Warranty. 3.6 A reference in Schedule 9 of this Agreement or in either of the Disclosure Letters to a person’s knowledge, information, belief or awareness is deemed to include knowledge, information, belief or awareness the person would have had if the person had made reasonable enquiries of persons of whom he or she should reasonably have enquired. 3.7 Except for claims in respect of a breach of Warranty arising as a result of fraudulent, dishonest or negligent conduct on the subject matter part of the Company or the relevant Existing Shareholder: 3.7.1 the aggregate liability of the Company for all claims pursuant to the Warranties shall not exceed: (i) £1,500,000 with respect to claims made from and including the date of this agreement Agreement up to the initial Loan Drawdown Date; (ii) £7,000,000 (or such lower amount as is equal to the aggregate amount subscribed for by the Investor under the Original Shareholder and Subscription Agreement and loaned by the Investor to the Company hereunder at the date of the relevant claim) with respect to claims made from and including the initial Loan Drawdown Date; 3.7.2 the Company shall not be liable in respect of anything relating thereto and this sale a claim for breach of Warranty unless the amount of the claim exceeds £50,000; and 3.7.3 unless the Investor’s discovery of the breach of the Warranty 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, delayed to more than two years after signature the date of this Agreement but prior to registration (in the case of the Property. In Warranties given on the event that date hereof), or any Loan Drawdown Date (in the case of the Warranties deemed repeated on such Loan Drawdown Date) as a special levy is raisedresult of fraudulent, by way dishonest or negligent conduct on the part of the Company , the Company shall not be liable in respect of a special resolution passed by the trustees claim for breach of a Warranty unless it has been given written notice of the body corporate, after claim within two years of the date of signature of this Agreement but prior to registration (in the case of the Property, it is agreed that Warranties given on the special levy will be paid: * jointly by date hereof) or such Loan Drawdown Date (in 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) case of the Sectional Titles Act of 1986 Warranties deemed repeated on such Loan Drawdown Date) (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share except that 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 Tax Warranties this period up to shall be six years from the date of registration of transfer, the Seller shall refund to the Purchaser this Agreement or 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 resolutionLoan Drawdown Date (as applicable))”. 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

Sources: Subscription and Shareholders Agreement (Seachange International Inc)

Warranties. 9.1 In terms 7.1 The Vendor warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agrees to use its best endeavors (including taking such remedial action as may be necessary) to ensure that the provisions Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the Consumer Protection Acttime of Completion and acknowledge that the Purchaser, 19 of 2008in entering into this Agreement, it is recorded relying on, inter alia, such Warranties. 7.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with the terms. 7.3 The Company and the Vendor agree that the Purchaser has shall treat each of the right Warranties (to receive goods the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranty is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 7.4 The Vendor agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (in this instance the Propertyincluding legal expenses) that:- 9.1.1 are reasonably suitable for the purposes for which the goods Purchaser and its assignee may incur or sustain from or in consequence of 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 assignee in relation to any such breach of Warranties and all such rights and remedies are generally intendedhereby reserved. 7.5 The Vendor’s Warranties are given subject to and qualified by: (a) those matters disclosed or referred to in, or evident or capable of being derived from this agreement or the Due Diligence Material; 9.1.2 are (b) any other information relating to the Company, the Business or the Sale Shares which has been made available to the Purchaser (including its officers, representatives, advisers, consultants or agents) by the Vendor or any of good qualityits officers, in good working order and free of defectsrepresentatives, advisers, consultants or agents; 9.1.3 comply in general with (c) any other information available on public registers maintained by any Governmental Agency; (d) any information relating to the requirements and standards contemplated in Section 55 Company, the Business or the Sale Shares of which the Purchaser (including its officers, representatives, advisers, consultants or agents) has knowledge, actual or constructive, before Completion, whether as a result of the Consumer Protection ActPurchaser’s investigations into the affairs of the Company, the Business or the Sale Shares or otherwise; and and (e) information in the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected public domain as at the goods and having regard date of this Agreement. 7.6 The provisions of Clause 7.7 operate to limit the Liability of the Vendor to the intended use Purchaser: (a) under or in respect of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with this Agreement; and (b) arising 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 way 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 purchase of the Property. In Company, the event that a special levy is raised, by way of a special resolution passed by Business or 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 Sale Shares 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 resolutionunder this 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

Sources: Agreement for the Sale and Purchase of Shares (Integrated Media Technology LTD)

Warranties. 9.1 In terms 6.1 The Warrantors hereby represent and warrant to and undertake with the Buyer in relation to each Group Company, that each of the provisions Warranties set out in Schedule 4 is, true, accurate and not misleading at the date of this Agreement. 6.2 The Warrantors acknowledge that the Buyer is entering into this Agreement in reliance (inter alia) upon each of the Consumer Protection ActWarranties. 6.3 The Warranties (other than Warranty 5) are qualified by the facts and circumstances fairly, 19 accurately and specifically disclosed in the Disclosure Letter. Claims may be made by the Buyer under the Warranties whether or not the Buyer knew or could have discovered (whether by any investigation made by it or on its behalf into the affairs of 2008, it is recorded each Group Company or otherwise) prior to signing this Agreement 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 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 Warranties have not been complied with in all respectsor carried out or are otherwise untrue or misleading. The Warrantors may not invoke the Buyer's knowledge (actual, constructive or imported) of a fact or circumstance which might make a Warranty untrue, inaccurate, incomplete or misleading as a defence to a claim for breach of clause 6.1. 9.2 6.4 The Purchaser having satisfied herself as to Warrantors agree with the state of Buyer that the Property Warrantors shall be deemed to waive and not enforce any right which the Warrantors 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 any misrepresentation, inaccuracy, neglect or omission in or from any information or advice supplied or given by any Group Company or any officer, employee or adviser of or to any Group Company for the subject matter purpose of assisting the Warrantors to give any of the Warranties or to prepare the Disclosure Letter. 6.5 Each of the Warranties shall be construed separately and independently and (except where the Agreement expressly provides otherwise) shall not be limited or restricted by reference to or inference from a provision of this agreement Agreement or another Warranty. 6.6 The rights and remedies of the Buyer in respect of anything relating thereto a breach of any of the Warranties shall not be affected by the sale and this sale is accordingly voetstootspurchase of the Shares. 9.4 6.7 The Seller warrants and acknowledges that he/it is not aware liability of the Warrantors for breach of any special levies that have been raised, or will Warranty shall be raised, after signature of this Agreement but prior to registration of joint and several with 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)exception of (a) All amounts payable to the Body Corporate in terms of Section 37(1) a breach of the Sectional Titles Act Warranties contained in Part II of 1986 (Levies) Schedule 4 in which case the liability of the Warrantors 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 Purchaserseveral; or (b) If the Trustees, after registration a claim in respect of transfer imposes a special levy to meet expenses which have been underestimated for breach of any period up Warranty notified to the date Warrantors after the third anniversary of registration Completion, in which case the liability 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 Warrantors shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolutionseveral. 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

Sources: Agreement for the Sale and Purchase of Shares (Agere Systems 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 ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. 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 DCShoes 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

Sources: Terms and Conditions of Sale

Warranties. 9.1 In terms 10.1 The Warrantors severally warrant to the Investor as at the date hereof that, save as Disclosed, 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 true and correct and not misleading. 10.2 The Warrantors undertake that (save only as may be necessary to give effect to this agreementAgreement) they shall not, and shall procure (as far as they can) that the Seller has Company and the Subsidiaries shall take all reasonable steps so as not, prior to Final Completion, to do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Warranties if they were given at Final Completion or which would make any of the Warranties untrue or inaccurate or misleading if they were so given at Final Completion; 10.3 The Warrantors acknowledge to the Investor as at the date hereof that the Warrantors have agreed to give the Warranties in consideration of the payment by the Investor of the Consideration. 10.4 Where the expression "so far as the Warrantors are aware" or an expression of similar meaning is used in Schedule 5 it shall mean to the best of the knowledge information and belief of the Warrantors having made no representation and given no warranties all reasonable enquiry. 10.5 No liability shall attach to the Warrantors in respect of Relevant Claims unless the subject matter of this agreement or aggregate cumulative amount payable by the Warrantors 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 all such claims exceeds (Pounds)10,000 whereupon 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 Warrantors shall be liable for the payment thereof. whole of such claims and not merely for the excess. 10.6 The Seller warrants Company's aggregate liability under this Agreement in respect of all Relevant Claims shall be limited to an amount equal to the Consideration. 10.7 The Management Shareholders' aggregate liability under this Agreement in respect of all Relevant Claims shall be limited to (Pounds)600,000 and shall be several and shall be borne by them in the same proportions as their shareholding in the Company bear to one another as at the date of this Agreement. 10.8 The limitations in this Clause 10 shall not apply to Relevant Claims against a Warrantor which (or delay in discovery of which) are the consequence of fraud, wilful default or wilful concealment by that he is not aware Warrantor. 10.9 The Warrantors shall have no liability in respect of any Relevant Claim unless the Investor shall have given notice in writing to the Warrantors of such pending resolutionRelevant Claim specifying (in reasonable detail) the matter which gives rise to the Relevant Claim, the nature of the Relevant Claim and the amount claimed in respect thereof (detailing the Investor's calculation of the loss thereby alleged to have been suffered by it), such notice to be given as soon as is practicable and in any event not more than 4 months after the publication of the audited accounts for the Financial Year ended 31 March, 2001. 9.6 10.10 The Seller hereby discloses that a real right of extension over the scheme, is registered Investor shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in favour respect 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 1986same loss. 10.1 If the Purchaser acts as trustee for a company10.11 No representations or warranties express or implied, close corporation statutory or other legal person to be formedotherwise, 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 made by or on behalf of any of the PurchaserWarrantors to any other of the parties in connection with or arising out of the subscription of the Subscription Shares and which are not contained in this Agreement shall give rise to any liability on the part of the maker or makers of any such representations or warranties and the Investor confirms that it has not relied on any representations or warranty of any such person which is not contained in this Agreement. 10.2 10.12 All and any liability of the Warrantors in respect of any Relevant Claim under the Warranties notified to it in accordance with Clause 10.10 shall (if such Relevant Claim has not previously been satisfied, settled or withdrawn) be extinguished on the expiry of six months from the date of such notification of the such Relevant Claim unless the Investors shall within such period have issued and validly served on at least one of the Warrantors proceedings in respect of such Relevant Claim. 10.13 The Warrantors shall not be liable in respect of any Relevant Claim in respect of the Warranties to the extent that it arises or is increased as a result of any change in law (or change in the interpretation of law) or in administrative practice of any government, governmental department, agency or regulatory body occurring after the date of Initial Completion (whether or not the change purports to be effective retrospectively in whole or in part). 10.14 If the Purchaser acts Warrantors make any payment by way of damage for breach of the Warranties or otherwise make payment in respect of any Relevant Claim under the Warranties (a "Damages Payment") and the Investor receives any sum (other than from the Warrantors) which payment would not have been received but for the circumstance giving rise to the Relevant Claim in respect of which the Damages Payment was made, the Investor shall, once it has received such sum, forthwith repay (net of taxation or costs of recovery, if any applicable thereto) to the Warrantors an amount equal to the lesser of (a) the amount or value of such sum or (b) the Damages Payment. 10.15 The Warrantors shall not be liable in respect of any Relevant Claim to the extent that it relates to a liability which is contingent or not capable of being quantified unless and until the liability ceases to be contingent or becomes capable of being quantified, as representative the case may be (provided that if one of the Warrantors has been notified of the Relevant Claim, to the extent known by the Investor, within the period set out in Clause 10.9, the period set out in Clause 10.12 shall be extended to six months after the date that the liability ceases to be contingent or becomes capable of being quantified as the case may be). 10.16 The Investor shall take and shall procure that all other relevant members of the Investor's Group shall take all reasonable steps to mitigate any loss or liability which is or might become the subject of a third party Relevant Claim under this Agreement. 10.17 The provisions of this Clause 10 shall apply notwithstanding anything else in this Agreement to the contrary. 10.18 In return for the Investor agreeing to issue the Consideration ADRs, the Company warrants and fails to disclose the name of her principal and furnish written proof of her mandate within 24 (Twenty Four) hours represents as of the conclusion date hereof and as of Final Completion in the terms set out in Schedule 7. 10.19 In return for the Company agreeing to issue the Subscription Shares the Investor warrants and represents as follows as of the date hereof and as of Final Completion: (a) The Investor is a corporation duly organized, validly existing and in good standing under the laws of India and has the corporate power and authority to own or lease all of its properties and assets and carry on its business as it is now being conducted. (b) Save for a resolution being passed by the requisite number of Investor shareholders waiving rights of pre-emption over Investor common stock in connection with the creation of, inter alia, the Consideration ADRs, the Investor has the corporate power and authority to execute and deliver this Agreement and all other documents hereby contemplated, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof and thereof. The execution, delivery and performance of this agreementAgreement and all other documents hereby contemplated to be executed by the Investor has been, and/or her principal does not ratify this agreement within and the aforementioned periodconsummation by the Investor of the transactions hereby and thereby contemplated has been, duly authorized by any and all necessary corporate action of the representative will Investor. This Agreement and all other documents hereby contemplated to be personally liable for all executed by the Investor constitute the legal, valid and binding obligations of the Purchaser Investor, enforceable against the Investor 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.

Appears in 1 contract

Sources: Subscription Agreement (Satyam Infoway LTD)

Warranties. 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded 6.1 The Seller acknowledges that the Purchaser has Buyer is entering into this agreement on the right to receive goods (basis of, and in reliance on, the Warranties. The warranties given in this instance Agreement are 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 only warranties 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 No other representation or warranty, either expressed or implied, has been disclosed given by the Seller to the PurchaserBuyer. 6.2 The Seller warrants and represents to the Buyer that except as Disclosed, each Warranty is true, accurate and not misleading as at the date of this agreement. 6.3 The Seller further warrants and represents to the Buyer that each of the Warranties will be true, accurate and not misleading throughout the Interim Period. For this purpose, each of the Warranties shall be deemed to be repeated on each day of the Interim Period by reference to the facts and circumstances then subsisting. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the date of such repetition. 6.4 The Seller shall not (and shall procure that the Company shall not) do anything during the Interim Period that would be inconsistent with any term of this agreement including any of the Warranties, or cause any Warranty to be untrue, inaccurate or misleading. 6.5 If at any time during the Interim Period the Seller becomes aware of a fact or circumstance which constitutes (or which is reasonably expected to constitute) a breach of Warranty, or which would cause (or is reasonably expected to cause) a Warranty to be untrue, inaccurate or misleading, he shall promptly: (a) notify the Buyer in writing of the relevant fact or circumstance in sufficient detail to enable the Buyer to make an accurate assessment of the situation; and (b) if requested by the Buyer, use his best endeavours to remedy or prevent (as the case may be) the notified breach or anticipated breach. 6.6 If at any time during the TrusteesInterim Period it becomes apparent that a Warranty has been breached, 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 transferis untrue, inaccurate or misleading, or that 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 has breached any resolution imposing a special levy to cater for other term of this agreement (including 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 Seller’s obligations and undertakings in Part 2 of Schedule 2) the Purchaser is hereby informed of such Buyer may (at its sole discretion and without prejudice to any other rights or remedies it has, including the right accordingly, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If the Purchaser acts as trustee to claim damages 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 breach of this agreement, or the entity does not ratify ): (a) terminate this agreement within 30 by notice in writing to the Seller (Thirty) days of the conclusion thereof, the trustee in which case clause 2.3 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.apply); or

Appears in 1 contract

Sources: Share Purchase Agreement (Future FinTech Group Inc.)

Warranties. 9.1 In terms 6.1 The Vendor represents, warrants and undertakes to the Purchaser that each of the provisions Warranties is true and accurate in all respects, and not misleading, at the date of the Consumer Protection Act, 19 of 2008, it is recorded this Agreement. 6.2 The Vendor acknowledges that the Purchaser has is entering into this Agreement in reliance upon each of the right Warranties with the intention of inducing the Purchaser to receive goods (enter into this Agreement. 6.3 The Warranties shall be qualified by reference to those matters fairly disclosed in this instance the Property) that:- 9.1.1 are reasonably suitable for Disclosure Letter but no other information relating to the purposes for Business or the Assets of which the goods are generally intended;Purchaser has knowledge, (whether actual, constructive or imputed) shall preclude or affect any claim made by the Purchaser for breach of any of the Warranties or reduce any amount recoverable and the Vendor shall not invoke any knowledge (whether actual, constructive or imputed) of the Purchaser of any facts which might render any of the Warranties as being untrue or misleading as a defence to or otherwise to affect any claim for breach of any of the Warranties. 9.1.2 are 6.4 The provisions of good quality, in good working order and free of defects;Schedule 5 shall have effect. 9.1.3 comply in general 6.5 The Vendor agrees with the requirements Purchaser that it shall waive 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 not enforce any right 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 any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any officer, employee, consultant or adviser of or to the subject matter Vendor for the purpose of assisting the Vendor to give any of the Warranties or to prepare the Disclosure Letter or otherwise in connection with this agreement or in respect of anything relating thereto and this sale is accordingly voetstootsAgreement. 9.4 The Seller warrants 6.6 Each of the Warranties shall be construed separately and acknowledges that he/it is independently and (save where expressly provided to the contrary) shall not aware of be limited or restricted by reference to or inference from any special levies that have been raised, or will be raised, after signature other provision of this Agreement but prior to registration or any 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 Warranties. 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

Sources: Agreement for the Sale and Purchase of Part of the Business (Maginet Corp)

Warranties. 9.1 In 6.1 As at the date of this agreement, the Warrantors severally warrant to the Purchaser in the terms set out in schedule 3 and part 2 of schedule 4. 6.2 Each of the provisions Warranties shall be construed as a separate and independent warranty and (except where this agreement provides otherwise) shall not be limited or restricted by any other Warranty. 6.3 The rights and remedies of the Consumer Protection ActPurchaser in respect of any breach of any of the Warranties shall survive Completion. 6.4 Except in respect of any misrepresentation, 19 inaccuracy or omission which has been made fraudulently each of 2008the Vendors 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 Group or its officers or employees in enabling the Vendors to enter this agreement, give the Warranties or to prepare the Disclosure Letter. 6.5 The Warranties are given subject to matters Disclosed. 6.6 The Purchaser acknowledges and represents to the Vendors that it is recorded that has not relied on any representations or warranties made by the Purchaser has the right to receive goods (Vendors or on their behalf by any person other than those included in this instance the Property) that:- 9.1.1 are reasonably suitable Agreement or any other agreement entered into pursuant to or for the purposes of this Agreement. 6.7 The Purchaser's sole remedy in the event of any breach of any warranty, undertaking or covenant in this agreement or the Tax Covenant or any other agreement to be entered into pursuant to or for which the goods are generally intendedpurposes of this agreement shall be in damages for breach of contract and (for the avoidance of doubt) the Purchaser shall have no right to rescind or terminate this agreement or any such other agreement after Completion. 6.8 The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement as a Warranty. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. 6.9 The provisions of schedule 8 shall have effect in respect of the Vendors' liability under this agreement; 9.1.2 6.10 No representations, Warranties, indemnities or other assurance or comfort whatsoever are of good quality, given under this agreement in good working order and free of defects; 9.1.3 comply in general with the requirements and standards contemplated in Section 55 favour of the Consumer Protection Act; Purchaser in relation to the state and repair of the incinerators operated by members of the Group and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters 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 will be deemed to have accepted relied exclusively on their own investigations of all such matters provided that the dwelling state and repair of the incinerators may be used as evidence of breach of the Warranty in good order and conditionparagraph 6.9 of schedule 3. 9.3 Save 6.11 Except as specifically set out in this agreementparagraph 20 of schedule 3, the Seller has made no representation and representations, Warranties indemnities or other assurance or comfort whatsoever are given no warranties in respect of the subject matter of under 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 Purchaser in relation to environmental matters and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters and the Purchaser is hereby informed will be deemed to have relied exclusively on their investigations of all such right accordingly, in compliance with section 25 (14) of Act 95 of 1986matters. 10.1 If the Purchaser acts 6.12 Except as trustee for a companyset out in part 2 of schedule 3, close corporation no representations, Warranties indemnities or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this agreement, assurance or the entity does not ratify comfort whatsoever are given under this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations in favour of the Purchaser in terms relation to the Properties and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters and save as set out in part 2 of this agreement, and schedule 3 the agreement Purchaser will be regarded as entered into in the personal capacity deemed to have relied exclusively on their investigations of the person who signed this agreement as Purchaser or on behalf of the Purchaserall such matters. 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

Sources: Sale and Purchase Agreement (Stericycle Inc)

Warranties. 9.1 6.1 In terms consideration of the provisions Vendor agreeing to accept the Initial Cash Consideration as part of the Consumer Protection Actconsideration for the sale of the Sale Shares and enter into and become party to this Agreement, 19 of 2008, it is recorded that the Purchaser has warrants to the right Vendor that each of the Purchaser Warranties are materially true accurate and not misleading in any material respect as at the date of Completion. 6.2 In consideration of the Purchaser entering into and becoming party to receive goods this Agreement, the Vendor warrants to the Purchaser that each of the Vendor Warranties are materially true accurate and not misleading in any material respect as at the date of Completion. 6.3 Each of the Purchaser Warranties and Vendor Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other provision of this Agreement. 6.4 With the exception of the matters disclosed to a party by the other party, no information which could have been discovered (whether by investigation made by that party or made on its behalf) shall prejudice or prevent a claim under this Agreement or reduce any amount recoverable thereunder. 6.5 The Vendor agrees that any information supplied by the Company or by or on behalf of any of the employees, directors, agents or officers of the Company (“Officers”) to the Vendor or their advisers 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 connection with the requirements and standards contemplated in Section 55 of Vendor Warranties, the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herselfinformation disclosed 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 such information in favour of the Property shall be deemed Vendor, and the Vendor hereby undertakes to the Purchaser and to the Company and each Officer that it waives any and all claims which it might otherwise have accepted the dwelling against any of them in good order and conditionrespect of such claims. 9.3 Save as specifically set out 6.6 The Purchaser agrees that it shall not be entitled to recover an amount in respect of any liability pursuant to this Agreement, to the extent that such liability has already been recovered by it from a third party. 6.7 Notwithstanding anything contained in this agreementAgreement, the Seller has made no representation and given no warranties Purchaser agrees that (a) save in the event of fraud, it shall not be entitled to recover an amount in respect of any liability or claim pursuant to this clause 6 in respect of the subject matter of this agreement Vendor Warranties 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 pursuant to any special levies that have been raised, or will be raised, after signature other clause of this Agreement but prior or otherwise in connection with this Agreement unless the Purchaser shall have given written notice to registration the Vendor specifying in reasonable detail the basis of such liability or claim on or before the Property. In date that is 12 months from 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 PropertyCompletion, 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 Vendor shall not be liable for any period up claim made under or in connection with this Agreement to the date of registration of transferextent such claim, when added to any and all other claims made under or in connection with this Agreement, exceeds US$800,000, and (c) the Seller Vendor shall refund not be liable for a claim to the extent such claim relates to information provided to the Purchaser such amount when it becomes payable by in 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 Disclosure Bundle. 6.8 The Vendor shall not be liable for a claim against paragraph 13.4 of Part 2 of Schedule 3 unless the payment thereof. The Seller warrants that he is not aware amount of any such pending resolutionshortfall is in excess of US$5,000. 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

Sources: Share Purchase Agreement (Gentor Resources Inc.)

Warranties. 9.1 In 8.1 The Vendor represents, warrants and undertakes to the Purchaser that the Vendor Warranties are true and accurate as of the date hereof and as of the Completion Date, in each case subject to any matter which is fairly disclosed in writing delivered to the Purchaser prior to the date hereof and any matter expressly provided for under the terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded this Agreement. The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the right Vendor Warranties. 8.2 The Purchaser represents, warrants and undertakes to receive goods the Vendor that the Purchaser Warranties are true and accurate as of the date hereof and as of the Completion Date (in this instance with reference to 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 qualityfacts and circumstances then existing), in good working order each case subject to any matter which is fairly disclosed in writing delivered to the Vendor no later than the date hereof and free any matter expressly provided for under the terms of defects;this Agreement. The Purchaser acknowledges that the Vendor has entered into this Agreement in reliance upon the Purchaser Warranties. 9.1.3 comply in general with the requirements and standards contemplated in Section 55 8.3 Each of the Consumer Protection Act; Warranties 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. 8.4 The Vendor undertakes to notify the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected in writing promptly if prior to Completion it becomes aware of any circumstance arising after the goods and having regard date of this Agreement which would cause any Vendor Warranty (if the Vendor Warranties were repeated with reference to the intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with facts and circumstances then existing) to become untrue or inaccurate or misleading in all respectsany material respect. 9.2 8.5 The Purchaser having satisfied herself as undertakes to notify the Vendor in writing promptly if prior to Completion it becomes aware of any circumstance arising after the date of this Agreement which would cause any Purchaser Warranty (if the Purchaser Warranties were repeated with reference to the state of facts and circumstances then existing) to become untrue or inaccurate or misleading in any material respect. 9 LIMITATIONS ON CLAIMS The Warranties are subject to the Property shall be deemed to have accepted the dwelling in good order and condition. 9.3 Save as specifically matters 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 voetstootsSchedule 2 (Limitations on Claims). 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

Sources: Share Purchase Agreement

Warranties. 9.1 In 6.1 The Seller warrants to the Buyer in the terms set out in Schedule 2, subject only to: (a) any matter disclosed in the Disclosure Letter; and (b) the limitations and qualifications set out in this clause 6 and in Schedule 3. 6.2 Except where the context otherwise requires any reference in the Warranties to the Business or the Seller’s Assets shall be construed as a reference to the Business or the Seller’s Assets as at the Transfer Date. 6.3 Each of the Warranties shall be construed as a separate and independent Warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the terms of the provisions any other Warranty or any other provision of this agreement. 6.4 The rights and remedies of the Consumer Protection ActBuyer in respect of any breach of the Warranties shall not be affected by Completion, 19 by its rescinding or failure to terminate or 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. 6.5 If any Warranty is qualified by the expression “so far as the Seller is aware” or “to the best of 2008the knowledge, it is recorded information and belief of the Seller” or words to such effect, 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 conditioncircumstances that are actually known to the Seller’s Representatives by the Seller’s Representatives after making all reasonable enquiry of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. 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 6.6 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 6, Schedule 3, the Disclosure Letter nor any statutory limitation shall apply to any claim for breach of the Warranties where the fact, matter or circumstance giving rise to the claim arises as a result of fraud, wilful concealment or deliberate non-disclosure on the part of the Seller or any of its officers, employees or advisers. 6.7 If any amount is paid by the Seller 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 a breach of any special levies that have been raisedWarranty or otherwise pursuant to this clause 6, or will be raised, after signature the amount 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) such payment shall be deemed to constitute a reduction in the consideration 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 under 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

Sources: Business and Asset Purchase Agreement (Octel Corp)

Warranties. 9.1 In terms 5.1 The Purchaser has entered into this Agreement and proposes to acquire the Shares on the faith of the provisions Warranties. 5.2 In particular and without prejudice to the generality of sub-clause 5.1 the Consumer Protection Act, 19 of 2008, it is recorded Vendors hereby warrant and represent to the Purchaser that the Purchaser has the right recitals 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; Agreement and the Purchaser accordingly acknowledges Warranties are at the date hereof and records that she has satisfied herself, having inspected the goods will at Completion be true 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 accurate in all respects. 9.2 5.3 The Purchaser having satisfied herself as shall not be entitled to claim that any fact renders any of the Warranties untrue or misleading or caused them to be breached if it has been fully fairly and accurately disclosed to the state Purchaser in the Disclosure Letter. 5.4 The Vendors hereby covenant and undertake to the Purchaser that, if after the date hereof it shall be found that any matter the subject of a Warranty was not as warranted then, notwithstanding any further right 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 Purchaser hereunder in respect of such breach of Warranty, if the subject matter of this agreement or in respect of anything relating thereto and this sale effect thereof is accordingly voetstoots.that:- 9.4 The Seller warrants and acknowledges that he/it is not aware 5.4.1 the value of any special levies that asset belonging to the Company is less than its value would have been raised, had there been no breach of Warranty; or 5.4.2 any asset represented as belonging to the Company does not so belong; or 5.4.3 the Company has incurred or will be raised, after signature is under any liability or contingent liability which it would not have incurred or been under had there been no breach of this Agreement but prior Warranty; then the Vendors shall on demand 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, on a pro-rata basis according to date of registrationPurchaser (or, if possible/on an equal basis/by the Seller/so requested by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable , to the Body Corporate in terms of Section 37(1Company) an amount equal to the amount by which the value of the Sectional Titles Act net assets of 1986 (Levies) the Company is less than it would have been had there been no such breach of Warranty and any such payment made by the Vendors shall be payable by taken into account in assessing 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 damages of the Purchaser in terms connection with, arising out of or resulting from any such breach of Warranty. 5.5 No claim by the Purchaser under the provisions of this agreement, and Clause 5 shall be prejudiced nor shall the agreement will amount of any such claim be regarded as entered into reduced in consequence of any information relating to the personal capacity of Company which may at any time have come 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 period, the representative will be personally liable for all the obligations knowledge of the Purchaser or any of its advisers (other than information contained in terms the Disclosure Letter and any annexure thereto) and it shall not be a defence to any claim against the Vendors that the Purchaser knew or ought to have known or had constructive knowledge of any information (other than information contained or supplied as aforesaid) relating to the circumstances giving rise to such claim. 5.6 The Warranties are separate and independent and save as expressly provided in this Agreement or in the Disclosure Letter shall not be limited by reference to any other paragraphs or anything in this Agreement and such Warranties shall remain in full force and effect notwithstanding Completion. 5.7 The Vendors shall procure that prior to Completion the Purchaser, its agents, accountants and solicitors are given promptly on request all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company and of the documents of title and other evidence of ownership of its assets as the Purchaser may reasonably require. 5.8 The Vendors undertake (in the event of any claim being made against any of them in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company, or a director or an employee of the Company, on whom any of them may have relied before agreeing to any term of this agreement, and the agreement will be regarded as entered into Agreement or authorising any statement in the personal capacity Disclosure Letter but so that this shall not preclude any Vendor from claiming against :- 5.8.1 any other Vendor under any right of contribution or indemnity to which he may be entitled; and 5.8.2 any employee of the person who signed this agreement as Purchaser or Company on behalf whom they may have relied if they have been fraudulent; and each Vendor hereby agrees to consent to the grant of injunctive relief to restrain a breach of the Purchaserundertaking contained in this sub-paragraph if requested by the Purchaser so to do.

Appears in 1 contract

Sources: Share Purchase Agreement (Parexel International Corp)

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

Sources: Sale and Purchase Agreement (Merus Labs International Inc.)