Where any Warranties Sample Clauses

Where any Warranties or Tax Warranties are given subject to a qualification by reference to the awareness, knowledge or belief of the Vendor, they are given (unless otherwise specified) on the basis that the Vendor has carried out all reasonable enquiries of Xxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx into the subject matter of the Warranty or the Tax Warranty (as the case may be) and additionally all reasonable enquiries of Xxxxxx Cheese and Xxxxxxx Xxxxx in relation to Warranty 29 (environmental) only. 8.3 Subject to Clause 8.7, the Warranties and the Tax Warranties are given subject to and are qualified by all facts, matters and information fairly disclosed in the Disclosure Letter and the Warranties and the Tax Warranties as repeated at Completion in accordance with Clause 8.1 are given subject to and are qualified by all facts, matters and information fairly disclosed in the Disclosure Letter and in the Supplemental Disclosure Letter. 8.4 Each of the Warranties and the Tax Warranties is intended to give rise to a separate and independent obligation on the part of the Vendor. 8.5 Save in the event of fraud or dishonesty the Vendor agrees with the Purchaser to waive any right which it has in respect of any misrepresentation, inaccuracy or omission in any information supplied or given by the Company's employees to the Vendor in enabling it to give the Warranties. Any of the Company's employees may (subject to the consent of the Purchaser) enforce the terms of this Clause 8.5 subject to and accordance with the Contracts (Rights of Third Parties) Xxx 0000, however their consent to any amendment of this Clause is not required. 8.6 Without prejudice to Clause 8.3, the Vendor shall (i) notify the Purchaser of any matter which is a breach of the Warranties or the Tax Warranties, and (ii) disclose in the Supplemental Disclosure Letter, any matter which arises after the date of this Agreement and before Completion which is or would be a breach of the Warranties or the Tax Warranties when repeated immediately prior to Completion but not, for the avoidance of doubt any matter which was in existence at the date of this Agreement. 8.7 Notwithstanding Clause 8.4, the Purchaser agrees with the Vendor that the only Warranties to be given in relation to Environmental Matters are those set out in paragraph 29 of Schedule 4 and the facts matters and information fairly disclosed against each individual Warranty in paragraphs 29.1 to 29.8 of Schedule 4 shall be such facts, matte...
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Related to Where any Warranties

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

  • Representations, Warranties and Agreements Section 6.01.

  • Representations; Warranties Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

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