Completion Warranties Clause Samples

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Completion Warranties. The Warranties shall be deemed to be repeated as at Completion as if they were made on and as of the Completion Date and all references therein to the date of this Agreement were references to the Completion Date. The Warranties shall survive Completion.
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Completion Warranties. Share capital
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Completion Warranties. This part of the schedule sets out the warranties to be given on completion of subscription (or first subscription as the case may be). The accounts warranty (paragraph 4, part 1, schedule 5 of the BVCA model investment agreement) is one of the most important warranties for the investors, who will have relied on the accounts as a guide to pricing the transaction. If the accounts show a true and fair view of the financial position they should provide the investors with an accurate picture of all the specific assets being acquired as at the accounts date. The investors will have been provided with audited accounts for the business, but will also want to see previous sets of accounts, financial statements and probably management accounts where they are available. A management accounts warranty (see paragraph 5, part 1, schedule 5 of the BVCA model investment agreement) combined with the warranty relating to post-accounts date changes (see paragraph 6 of the BVCA model investment agreement) are important in bringing the financial position up-to-date, particularly where the audited accounts are more than a few months old. In relation to management accounts, a number of points need to be borne in mind: • there is no statutory requirement for companies to produce them. What they consist of and the standards to which they are prepared are internal matters, which vary from company to company; • they are normally unaudited and it is probably unreasonable to expect the seller to warrant them to the same standard as audited accounts, although they should normally be prepared using the same accounting principles and practices.
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Completion Warranties. 1. Corporate information and share capital 1.1 The Company is a private limited company, duly incorporated and validly existing under the laws of England and Wales. The Company has full power and authority to enter into and perform this Agreement and this Agreement constitutes binding obligations on it in accordance with its terms. 1.2 Each Founder is the sole legal and beneficial owners of the number of Shares set opposite his/her respective name in column 2 of part 1 of schedule 3 [and column 2 of part 2 of schedule 3 respectively]. The Shares set opposite his/her respective name in column 1 of part 1 of schedule 3 [and column 2 of part 2 of schedule 3 respectively] post-completion will have been properly allotted and fully paid up and there is no Encumbrance affecting such Shares, nor any agreement to create any. 1.3 Immediately following Completion, the Shareholders will be the legal and beneficial owners of the number of the Shares set opposite their respective names in column 2 of part 2 of schedule 3. 1.4 The Shares set out in part 1 of schedule 3 constitute the entire issued share capital of the Company immediately prior to Completion. No dividend or other distribution of profits or assets (including any distribution within the meaning of Corporation Tax Act 2010) has been, or has been agreed to be, declared, paid or made by the Company. No person has any right (whether contingent or otherwise) to require the Company to allot or grant rights to subscribe for any shares or to convert any existing securities into shares or issue securities that have rights to convert into shares. No person has claimed to be entitled to any of such things. 1.5 No liquidator, provisional liquidator, administrator, receiver, administrative receiver or similar officer has been appointed in relation to the Company or the whole or any part of its assets or undertaking. So far as the Warrantors are aware, there are no circumstances which are likely to result in such an event.
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Completion Warranties. 1. Corporate information and share capital 1.1 The Company is a private limited company, duly incorporated and validly existing under the laws of England and Wales. The Company has full power and authority to enter into and perform this Agreement and this Agreement constitutes binding obligations on it in accordance with its terms. 1.2 Each Founder is the sole legal and beneficial owners of the number of Shares set opposite his/her respective name in column 2 of part 1 of Schedule 3 [and column 2 of part 2 of Schedule 3 respectively. The Shares set opposite his/her respective name in column 1 of part 1 of Schedule 3[and column 2 of part 2 of Schedule 3 respectively] post-completion will have been properly allotted and fully paid up and there is no Encumbrance affecting such Shares, nor any agreement to create any. 1.3 Immediately following Completion, the Shareholders will be the legal and beneficial owners of the number of the Shares set opposite their respective names in column 2 of part 2 of Schedule 3. 1.4 The Shares constitute the entire issued share capital of the Company. No dividend or other distribution of profits or assets (including any distribution within the meaning of Corporation Tax Act 2010) has been, or has been agreed to be, declared, paid or made by the Company. No person has any right (whether contingent or otherwise) to require the Company to allot or grant rights to subscribe for any shares or to convert any existing securities into shares or issue securities that have rights to convert into shares. No person has claimed to be entitled to any of such things. 1.5 No liquidator, provisional liquidator, administrator, receiver, administrative receiver or similar officer has been appointed in relation to the Company or the whole or any part of its assets or undertaking. So far as the Warrantors are aware, there are no circumstances which are likely to result in such an event.
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Related to Completion Warranties

  • 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.

  • Contractor Warranties 7.12.1 If and to the extent Developer obtains general or limited warranties from any Contractor in favor of Developer with respect to design, materials, workmanship, equipment, tools, supplies, software or services, Developer also shall cause such warranty to be expressly extended to TxDOT and any third parties for whom Work is being performed or equipment, tools, supplies or software is being supplied by such Contractor; provided that the foregoing requirement shall not apply to standard, pre-specified manufacturer warranties of mass- marketed materials, products (including software products), equipment or supplies where the warranty cannot be extended to TxDOT using commercially reasonable efforts. TxDOT agrees to forebear from exercising remedies under any such warranty so long as Developer or a Lender is diligently pursuing remedies thereunder. To the extent that any Contractor warranty would be voided by reason of Developer's negligence in incorporating material or equipment into the Work, Developer shall be responsible for correcting such defect. 7.12.2 Contractor warranties (if any) are in addition to all rights and remedies available under the CDA Documents or applicable Law or in equity, and shall not limit Developer’s liability or responsibility imposed by the CDA Documents or applicable Law or in equity with respect to the Work, including liability for design Defects, latent construction Defects, strict liability, breach, negligence, willful misconduct or fraud.

  • Contractor’s Warranties Tenant waives all claims against Landlord relating to any defects in the Tenant Improvements; provided, however, that if, within 30 days after substantial completion of the Tenant Improvement Work, Tenant provides notice to Landlord of any non-latent defect in the Tenant Improvements, or if, within 11 months after substantial completion of the Tenant Improvement Work, Tenant provides notice to Landlord of any latent defect in the Tenant Improvements, then Landlord shall promptly cause such defect to be corrected.

  • 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.

  • 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.