Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.
Author’s Warranties The author warrants that the article is original, written by stated author/s, has not been published before, contains no unlawful statements, does not infringe the rights of others, is subject to copyright that is vested exclusively in the author and free of any third party rights, and that any necessary written permissions to quote from other sources have been obtained by the author/s.
Seller’s Warranties 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, I▇▇▇ ▇▇▇▇▇, I▇▇▇▇ ▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇▇▇ Gnasevich, V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, T▇▇▇▇▇▇ Chabunuk, E▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or Julija Didan, not having made any specific inquiries thereto. 10.6 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 in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.
Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
SUPPLIER’S WARRANTIES 7.1 Supplier warrants that the Goods: (a) are safe; (b) are free from encumbrances, defect or fault; (c) are of merchantable quality; (d) include appropriate and correct warnings and instructions; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.