Form and Scope of Seller’s Warranties Sample Clauses

Form and Scope of Seller’s Warranties. Each Seller hereby severally (but not jointly) warrants to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 Sub-Section 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 7 hereof or otherwise in this Agreement that the statements set forth in this Section 6 (the “Sellers’ Warranties”) are correct as of the date of this Agreement (the “Signing Date”) and, in the case of the Title Warranties, at the Closing and, in the case of the Sellers Warranties set out in Sections 6.2(b)(iii) and 6.3(b)(ii), at the date delivered to the Purchaser save that the Sellers’ Warranties set out in Section 6.3 (the “S&N Warranties”) are given by the S&N Sellers only. The Sellers and the Purchaser agree that the Sellers’ Warranties are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code. With the exception of the Warranties contained in Section 6.2(a)(iv), the terms “BSN Group Companies” and “BSN Group” in this Section 6 shall not include the Associate.
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Form and Scope of Seller’s Warranties. The Seller hereby warrants to the Purchaser by way of an independent promise of guarantee (selbstständiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB within the scope and subject to the requirements and limitations provided in § 10 below that the statements set forth in § 9(2) below (hereinafter collectively referred to as the “Seller’s Warranties” and each as a “Seller’s Warranty”) are true and correct as of the Signing Date or as of any such other date as expressly set out in relation to the relevant Seller’s Warranty, except for the Seller’s Warranties set out in § 9(2)a), b), c), g), h) and l) below and portions of the Seller’s Warranties set out in § 9(2)a) and § 9(2)j) below, which shall be true and correct both as of the Signing Date (or any such indicated relevant other date) and as of the Closing Date (to the extent a Seller’s Warranty is not given subject to the Seller’s Knowledge, in which case the respective Seller’s Warranty shall only be given as of the Signing Date). The Seller and the Purchaser agree that the Seller’s Warranties are not granted, and shall not be qualified or construed, as quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of sections 443, 444 BGB or agreements on quality (Beschaffenheitsvereinbarung) within the meaning of section 434 paragraph 1 sentence 1 BGB. With respect to the Trued-up Warranties, § 9(5) below shall apply.
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Related to Form and Scope of Seller’s Warranties

  • 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.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇, with respect to water and sewage issues only, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Purchaser’s Warranties 10.1 The Purchaser warrants to AWI that, as at the date of this Agreement: (a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation; (b) it has the full legal right, power and authority to enter into and to perform this Agreement and any other Transaction Document to which it is a party (the “Purchaser’s Completion Documents”); (c) the Purchaser’s Completion Documents will, when executed, constitute, legal, valid and binding obligations of the Purchaser in accordance with their respective terms; (d) it is not insolvent or unable to pay its debts as they fall due; (e) the execution, delivery and performance of its obligations under the Purchaser’s Completion Documents will not: (i) conflict with or constitute a default or a breach under any provision of its memorandum or articles of association, by-laws or equivalent constitutional documents of the Purchaser; (ii) result in a breach of, or constitute a default under, any agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound; (iii) result in a breach of any order, judgment or decree of any court or Governmental Authority to which it is a party or by which it is bound; or (iv) require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date of this Agreement on a basis which is both unconditional and which cannot be revoked, in each case other than the Competition Condition; (f) it has available cash, equity commitments or loan facilities on terms which involve no preconditions that will at Completion provide in immediately available funds the necessary cash resources to satisfy and perform in full its obligations under this Agreement and the other Transaction Documents; and (g) save to the extent contained in the information provided by the Purchaser or its Representatives to AWI or its Representatives prior to the date of this Agreement, no Relevant Purchaser Individual has actual knowledge of any fact, matter or circumstance: (i) relating to or attributable to the Purchaser or any other member of the Purchaser’s Group which might result in a delay in, or adversely effect, the satisfaction of the Competition Conditions prior to the Long Stop Date and which has not been disclosed to AWI prior to the date of this Agreement; or (ii) that might entitle the Purchaser or any other member of the Purchaser’s Group either at Completion or with the passing of time to make a Claim against AWI other than a Tax Covenant Claim.