WARRANTIES AND PRE-COMPLETION CONDUCT Clause Samples

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of the Agreement. PM warrants to the Buyer that each Warranty is true, accurate and not misleading as at 9 October 2001 by reference to the facts and circumstances as at that date. For this purpose only, as to PM where there is an express or implied reference in a Warranty by PM or the Sellers, to the date of this Agreement or to a date after 9 October 2001, such references as to PM only are to be construed as a reference to 9 October 2001. Immediately before Completion, AFR is deemed to warrant to the Buyer, and PM in respect of Warranties 1.2.1, 3.1.1 and 3.1.3, that each Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warranty to the "date of this Agreement", that reference is to be construed as a reference to Completion. 7.2 The Sellers acknowledge that the Buyer: 7.2.1 is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and 7.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of a Group Company. 7.3 The Warranties are qualified by the facts and circumstances fairly and specifically disclosed in the Disclosure Letter or in the Second Disclosure Letter in relation to the Warranties repeated prior to Completion under clause 7.1. No other knowledge relating to a Group Company (actual, constructive or imputed) prevents or limits a claim made by 1. The Sellers shall not invoke the Buyer's knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of clause 7.1. 7.4 Reference to any facts and circumstances being disclosed shall be deemed to be a reference to them being fully and specifically disclosed in the Disclosure Letter or the Second Disclosure Letter in such a manner that: 7.4.1 in the context of the disclosures contained in the Disclosure Letter: (a) the significance of the information disclosed and its relevance to a particular Warranty ought reasonably to be appreciated by the Buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is n...

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 Subject to the provisions of clause 7.5, each Founder severally warrants, in respect of himself and the Shares held by him only as set out in column (B1) of Schedule 1 of this Agreement, in the following terms as at the date of this Agreement: 7.1.1 he has all necessary power and authority to enter into and perform his obligations under this Agreement and all agreements to be entered into by him under this Agreement; 7.1.2 the Shares registered in his name are fully paid (or credited as fully paid) and constitute the whole of his interest in the issued share capital of DOL; 7.1.3 he is the sole legal and beneficial owner of the Shares held by him as set out in column (B1) of Schedule 1 to this Agreement; 7.1.4 this Agreement, and all agreements to be entered into by him under this Agreement constitutes (or will when executed constitute) binding and enforceable obligations on him in accordance with their respective terms; 7.1.5 the entering into and performance by him of his obligations under this Agreement and all agreements to be entered into by him under this Agreement: (a) will not result in a breach of, or constitute a default under, any agreement under which he enjoy rights or by which he is bound; or (b) will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which he is party or by which he is bound. 7.2 Each Founder jointly and severally warrants, subject to the provisions of clause 7.5, in terms of the Warranties and the Fundamental Warranties set out in paragraphs 1 and 2 of Part 1 of Schedule 4 on the date of this Agreement. 7.3 Each of the Warranties and the Fundamental Warranties is, subject to the provisions of clause 7.5, deemed to be repeated by the Founders on the date of and immediately prior to Completion by reference to the facts then existing and, for this purpose, reference in a Warranty or a Fundamental Warranty to the “date of this Agreement” is to be construed as a reference to the Completion Date and a reference to “column (B1) of Schedule 1 of this Agreement” is to be construed as a reference to “column (B2) of Schedule 1 of this Agreement”. 7.4 Each of the Fundamental Warranties set out in clause 7.1 is given severally by each Management Seller on the date of and immediately prior to Completion by reference to the facts then existing and, for this purpose, reference in a Fundamental Warranty set out in clause 7.1 to the “date of this Agreement”...

WARRANTIES AND PRE-COMPLETION CONDUCT. 5.1 The Beneficial Owners and the Sellers warrant to the Buyer that each Warranty is true, accurate and not misleading at the date of this Agreement. Immediately before Completion, the Beneficial Owners and the Sellers are deemed to warrant to the Buyer that each Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warranty to the "date of this Agreement", that reference is to be construed as a reference to Completion. 5.2 The Beneficial Owners and the Sellers acknowledge that the Buyer: 5.2.1 is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and 5.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of the Group Company. 5.3 The Buyer is a “foreign issuer,” as that term is defined in Regulation S. 5.4 Neither the Buyer nor any of its affiliates (as defined in Regulation 501 under the Securities Act) nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) in connection with the offering of the Consideration Shares and it has complied and will comply with the offering restrictions requirement of Regulation S. 5.5 The Buyer is not, and as a result of the transactions contemplated hereby or the receipt or application of the consideration contemplated hereby will not be, required to register under the U.S. Investment Company Act of 1940, as amended. 5.6 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 5.7 Between the execution of this Agreement and Completion the Beneficial Owners and the Sellers shall: 5.7.1 ensure that the Group Company complies with schedule 4; and 5.7.2 notify the Buyer immediately if it becomes aware of a fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clause 5.1 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Completion. 5.8 The Beneficial Owners and the Sellers undertake that, if the Letter of Affirmation is issued by the Buyer, each of the ...

WARRANTIES AND PRE-COMPLETION CONDUCT. 6.1 The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of this Deed. 6.2 Immediately before the Effective Time, the Seller is deemed to warrant to the Buyer that each Warranty is true, accurate and not misleading by reference to the facts and circumstances at the Effective Time. For this purpose only, where there is an express or implied reference in a Warranty to the “date of this Deed”, that reference is to be construed as a reference to the “Effective Time”. 6.3 The Seller acknowledges that the Buyer: 6.3.1 is entering into this Deed in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Deed; and 6.3.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Assets or all or any part of the Business. 6.4 No other knowledge relating to the Business or any of the Assets (actual, constructive or imputed) prevents or limits a claim made by the Buyer for breach of clause 6.1 or 6.