Common use of Updating of the Sellers’ Warranties to Closing Clause in Contracts

Updating of the Sellers’ Warranties to Closing. 9.3.1 Subject to Clause 9.2, the Relevant Sellers further warrant to the Relevant Purchasers that each of the Sellers’ Warranties contained in paragraphs 1.1, 4.1.4, 4.1.5, 4.1.10, 4.1.11, 4.1.13, 4.1.18(i), 4.2.2, 4.3.1, 4.3.2, 4.3.3, 4.4, 5.1.2, 5.1.11, 5.2.1, 8.1, 8.2.1, 8.2.2(i), 8.2.2 (ii), 8.2.3, 9.5, 11.1, 11.2, 13.4, 16 and 17 of Schedule 12 will be true and accurate in all respects immediately prior to Closing as if they had been repeated immediately prior to Closing and, for this purpose, an express or implied reference in a Warranty to the “date of this Agreement” or “the date of the Offer Letter” or a similar expression is to be construed as a reference to the Closing Date. 9.3.2 In respect of certain of the Sellers’ Warranties being given pursuant to Clause 9.3.1, the wording of the warranties shall be amended, such that, in the Sellers’ Warranty: (i) at the end of the fourth line of paragraph 8.1 in Schedule 12, the words “any Group Company or Group Business” shall be replaced by the words “the Group as a whole”; (ii) in the first line of paragraph 8.2.2(ii) of Schedule 12, the word “material” shall be added after the words “there is no...”; (iii) in the fourth line of paragraph 8.2.3 of Schedule 12, the word “material” shall be added after the words “body with respect to a...”; (iv) in the fifth line of paragraph 8.2.4 of Schedule 12, the word “material” shall be added after the words “omission of which is in...”; (v) in the last line of paragraph 11.1 of Schedule 12, the figure “£250,000” shall be replaced by the figure “£500,000”; and (vi) in the second line of paragraph 11.2 of Schedule 12, the figure “£250,000” shall be replaced by the figure “£500,000”.

Appears in 2 contracts

Sources: Share and Business Sale Agreement (Scotts Miracle-Gro Co), Share and Business Sale Agreement (Scotts Miracle-Gro Co)