Common use of Buyer’s Warranties Clause in Contracts

Buyer’s Warranties. Each of the Buyer and the Guarantor warrants to the Seller that: 9.1 In the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT; 9.2 it has full power to enter into and perform this Agreement and that this Agreement constitutes a binding obligation on the Buyer in accordance with its terms; 9.3 the execution and delivery of and the performance by each of the Buyer and the Guarantor of its obligations under this Agreement will not: 9.3.1 result in a breach of any provision of its constitution; or 9.3.2 result in a breach of, or constitute a default under, any: (a) agreement, licence or other instrument; or (b) order, judgment or decree of any court, governmental agency of regulatory body to which it is a party or by which it is bound 9.4 all consents, permissions, approvals and agreements of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within the actual knowledge of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Business.

Buyer’s Warranties. Each 1. The Buyer warrants to the Sellers that: (a) it has the right and power to execute and deliver this Agreement and the Transaction Documents to which it is a party, and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations; (b) this Agreement and the Transaction Documents executed or to be executed by the Buyer will, when executed, each constitute legal, valid and binding obligations of the Buyer in accordance with their respective terms; (c) the execution and delivery by the Buyer of this Agreement and of the Transaction Documents to which it is a party and the Guarantor warrants to performance of the Seller thatobligations of the Buyer under each of them do not and will not result in a breach of or conflict with or constitute a default under any provision of: 9.1 In (i) any agreement or instrument to which the case Buyer is a party; or (ii) the constitutional documents of the Buyer; or (iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any court of any kind or character by which the Buyer is bound; (d) all authorisations from, and notices or filings with, any Governmental Authority that are necessary to enable the Buyer to execute, deliver and perform its obligations under this Agreement and Transaction Documents to which it is a private limited company incorporated party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with; (e) it is duly incorporated, duly organised and validly existing under the laws of England and Wales which is registered for VAT;the Netherlands; and 9.2 (f) it has full power to enter into and perform this Agreement and that this Agreement constitutes a binding obligation on the Buyer in accordance with its terms; 9.3 the execution and delivery of and the performance by each of the Buyer and the Guarantor of its obligations under this Agreement will not: 9.3.1 result in a breach of any provision of its constitution; or 9.3.2 result in a breach ofhas, or constitute a default underwill have at the time when such funds become due to be paid hereunder, any: (a) agreement, licence or other instrument; or (b) order, judgment or decree of any court, governmental agency of regulatory body to which it is a party or by which it is bound 9.4 all consents, permissions, approvals and agreements of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain readily available funds in order to enter into make full and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within the actual knowledge timely payment of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer 1 Consideration and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the BusinessSeller 2 Consideration.

Buyer’s Warranties. Each 5.1 In consideration of the Buyer and Sellers agreeing to sell the Guarantor Shares on the terms contained in this Agreement each of the Buyers hereby warrants to the Seller that:Sellers as follows:- 9.1 In the case 5.1.1 each of the Buyer, it is a private limited company incorporated Buyers has the requisite power and validly existing under the laws of England and Wales which is registered for VAT; 9.2 it has full power authority to enter into and perform this Agreement and that any other agreement referred to herein to which it is or has agreed to become a party (the "Buyer Documents"); 5.1.2 this Agreement constitutes a and the Buyers Documents will, when executed, constitute binding obligation on obligations of each of the Buyer Buyers in accordance with its their respective terms; 9.3 5.1.3 no order has been made and no resolution has been passed for the winding up of each of the Buyers or for a provisional liquidator to be appointed in respect of it and so far as each of the Buyers is aware no petition has been presented and no meeting has been convened for the purposes of winding up either of the Buyers; 5.1.4 no administration order has been made and so far each of the Buyers is aware no petition for such an order has been presented in respect of either of the Buyers; 5.1.5 no receiver (which expression shall include an administrative receiver) has been appointed in respect of either of the Buyers; 5.1.6 neither Buyers is insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 and has not stopped paying its debts as they fall due; 5.1.7 each Buyer has obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and each other of the Buyers' Documents; and 5.1.8 the execution and delivery of of, and the performance by each of the Buyer and the Guarantor of its obligations under under, this Agreement and the Buyers Documents will not: 9.3.1 (a) be or result in a breach of any provision of its constitution; orthe memorandum or articles of association of Getty Communications or the by-laws of Getty Images; 9.3.2 (b) be or result in a breach of, or constitute a default under, any: (a) agreement, licence any instrument to which either Buyer is a party or other instrumentby which either Buyer is bound and which is material in the context of the transactions contemplated by this Agreement; or (bc) be or result in a breach of any order, judgment or decree of any court, court or governmental agency of regulatory body to which it either Buyer is a party or by which it either Buyer is bound 9.4 all consents, permissions, approvals bound and agreements which is material in the context of the shareholders of transactions contemplated by this Agreement. 5.2 Getty Images undertakes to the Buyer Sellers that upon and subject to the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into merger with PhotoDisc, Inc and perform this Agreement Getty Communications becoming effective in accordance with its respective terms have been unconditionally obtained terms, all the Consideration Shares issued to the Sellers will be quoted on the NASDAQ National Market and shall rank in writing; and 9.5 that there are no circumstances within the actual knowledge of the Buyer or the Guarantor or their officers or employees at the date of all respects pari passu with all Getty Images Common Stock, subject only to this Agreement which will and applicable U.S. Securities laws. 5.3 If Getty Communications is nominated in accordance with clause 3.4, Getty Communications shall forthwith procure that American Depository Receipts evidencing the right to receive the total number of Consideration Shares be quoted on the NASDAQ National Market. Getty Communications shall reimburse the Sellers for all quotation costs and any stamp duty or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5other fees, the Buyer charges and the Guarantor will be deemed to be aware of all taxes associated with any such information set out within any due diligence reports, accountants reports quotation and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Businessdepository fees.

Buyer’s Warranties. Each of the 7.1 The Buyer and the Guarantor warrants to the Seller at the date of this Agreement and at Completion that: 9.1 In (a) the case of Buyer has the Buyerright, it is a private limited company incorporated power and validly existing under the laws of England authority and Wales which is registered for VAT; 9.2 it has full power taken all action necessary to enter into execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and that this the Agreement constitutes a legal, valid and binding obligation on the Buyer obligations of it enforceable in accordance with its terms; 9.3 (b) the execution and delivery of of, and the performance by each of the Buyer and the Guarantor it of its obligations under under, and compliance with the provisions of, this Agreement will notnot result in: 9.3.1 result in a breach of (i) any provision of its constitution; or 9.3.2 result in a breach of, or constitute a default under, any: (a) agreement, licence or other instrument; or (b) order, judgment or decree of any court, governmental agency of regulatory body agreement to which it is a party or by which it is bound; or 9.4 all consents(ii) any breach of any law or regulation in any jurisdiction having the form of law or of any order, permissionsjudgment or decree of any court or governmental agency by which it is bound; (c) no consent, approvals and agreements authorisation, licence or approval of or notice to the Buyer’s shareholders or any governmental, administrative, judicial or regulatory body, authority or organisation is required to authorise the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by the Buyer and of its obligations under this Agreement or will be required as a consequence of this Agreement; (d) the Guarantor Buyer has not become insolvent under the laws of its jurisdiction of incorporation; (e) the Buyer has not ceased to carry on business by reason of its insolvency, stopped payment of its debts or any third parties (including class of them or entered into any regulatory authority) which are necessary for the Buyer and/or the Guarantor compromise or arrangement in respect of its debts or any class of them, nor has any step been taken to obtain in order to enter into and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writingdo any of those things; and 9.5 that there are no circumstances within the actual knowledge of (f) the Buyer has not been dissolved or the Guarantor entered into liquidation, administration, moratorium, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or their officers similar procedure in any jurisdiction or employees at the date any other form of this Agreement which will procedure relating to insolvency, reorganisation or might entitle the Buyer dissolution in any jurisdiction, nor has a petition been presented or other step been taken by any person with a view to make a claim against the Seller under this Agreement. For the purposes any of those things. 8.1 In this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Business.8:

Buyer’s Warranties. Each of the The Buyer warrants and the Guarantor warrants represents to the Seller that: 9.1 In (a) the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT; 9.2 it Buyer has full power and authority, without requiring or obtaining the consent of its shareholders or any other person, authority and body, to enter into and perform this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement, and this Agreement and that this Agreement constitutes a the Deed of Tax Covenant each constitute valid and binding obligation obligations on the Buyer in accordance with its their respective terms; 9.3 (b) the Buyer is entering into this Agreement on its own behalf and not on behalf of any other person; (c) the execution and delivery of of, and the performance by each of the Buyer and the Guarantor of its obligations under under, this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement will not: 9.3.1 (i) result in a breach of any provision of its constitutionmemorandum or articles of association; or 9.3.2 (ii) result in a breach of, or constitute a default under, any: (a) violation of any agreement, licence or other instrument; or (b) instrument or of any order, judgment or decree of any court, court or governmental agency of or regulatory body to which it the Buyer is a party or by which it the Buyer is boundbound or of any applicable law; 9.4 (d) all consents, permissions, approvals (other than those which are the subject matter of Clause 4.1(a) (Conditions)) and agreements of the shareholders of the Buyer and the Guarantor or any other third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement in accordance with its their respective terms have been unconditionally obtained in writing; andwriting and have been disclosed in writing to the Seller; 9.5 that there are no circumstances within (e) neither the actual knowledge Buyer nor any member of the Buyer or the Guarantor Buyer's Group nor its or their officers respective employees, agents or employees at advisers has knowledge (whether actual, imputed or constructive) of any facts or matter which would or may constitute a breach of any of the date Seller's Warranties or otherwise give rise to any liability on the part of this Agreement which will or might entitle the Buyer to make a claim against the Seller under any other provision of this Agreement. For , the Deed of Tax Covenant or any other document to be executed by it pursuant to or in connection with this Agreement; (f) the Buyer is either (i) an investment professional for the purposes of this clause 9.5, Article 19 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as (g) neither the Buyer and nor any member of the Guarantor will be deemed to be aware of all such information set out within any due diligence reportsBuyer's Group nor, accountants reports and other specialist reports written, or commissioned by so far as the Buyer is aware its or their respective employees, agents or advisers, is entitled to receive from any member of the GuarantorCCPH Group any finder's fee, brokerage or commission or other benefit in connection with the sale of the Shares and neither the Buyer, nor any member of the Buyer's Group has paid or agreed to pay any finder's fee, brokerage or commission or other benefit in connection with the sale of the Shares to any member of the CCPH Group or any of their respective directors, officers, employees, consultants or agents (save in relation to its proposed acquisition of the Businessnew service contracts between certain senior management and the Buyer).

Buyer’s Warranties. Each of the The Buyer warrants and the Guarantor warrants represents to the Seller that: 9.1 In (a) the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT; 9.2 it Buyer has full power and authority, without requiring or obtaining the consent of its shareholders or any other person, authority and body, to enter into and perform this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement, and this Agreement and that this Agreement constitutes a the Deed of Tax Covenant each constitute valid and binding obligation obligations on the Buyer in accordance with its their respective terms; 9.3 (b) the Buyer is entering into this Agreement on its own behalf and not on behalf of any other person; (c) the execution and delivery of of, and the performance by each of the Buyer and the Guarantor of its obligations under under, this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement will not: 9.3.1 (i) result in a breach of any provision of its constitutionmemorandum or articles of association; or 9.3.2 (ii) result in a breach of, or constitute a default under, any: (a) violation of any agreement, licence or other instrument; or (b) instrument or of any order, judgment or decree of any court, court or governmental agency of or regulatory body to which it the Buyer is a party or by which it the Buyer is boundbound or of any applicable law; 9.4 (d) all consents, permissions, approvals (other than those which are the subject matter of Clause 4.1(a) (Conditions)) and agreements of the shareholders of the Buyer and the Guarantor or any other third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement, the Deed of Tax Covenant and any other document to be executed by it pursuant to or in connection with this Agreement in accordance with its their respective terms have been unconditionally obtained in writing; andwriting and have been disclosed in writing to the Seller; 9.5 that there are no circumstances within (e) neither the actual knowledge Buyer nor any member of the Buyer or the Guarantor Buyer's Group nor its or their officers respective employees, agents or employees at advisers has knowledge (whether actual, imputed or constructive) of any facts or matter which would or may constitute a breach of any of the date Seller's Warranties or otherwise give rise to any liability on the part of this Agreement which will or might entitle the Buyer to make a claim against the Seller under any other provision of this Agreement. For , the Deed of Tax Covenant or any other document to be executed by it pursuant to or in connection with this Agreement; (f) the Buyer is either (i) an investment professional for the purposes of Article 19 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended) (for the purposes of this clause 9.5Clause, the Buyer and "Financial Promotion Order"); or (ii) a high net worth entity for the Guarantor will be deemed to be aware purposes of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by Article 49 of the Financial Promotion Order; and (g) neither the Buyer nor any member of the Buyer's Group nor, so far as the Buyer is aware its or their respective employees, agents or advisers, is entitled to receive from any member of the GuarantorCCPH Group any finder's fee, brokerage or commission or other benefit in connection with the sale of the Shares and neither the Buyer, nor any member of the Buyer's Group has paid or agreed to pay any finder's fee, brokerage or commission or other benefit in connection with the sale of the Shares to any member of the CCPH Group or any of their respective directors, officers, employees, consultants or agents (save in relation to its proposed acquisition of the Businessnew service contracts between certain senior management and the Buyer).

Buyer’s Warranties. Each of The Buyer warrants and represents to the Buyer and the Guarantor warrants Seller, as an inducement to the Seller that: 9.1 In to enter into this document and to sell the case of the BuyerShares, and it is a private limited company incorporated and validly existing under condition of this document that, at the laws date of England and Wales which is registered for VAT; 9.2 it has full power to enter into and perform this Agreement and that this Agreement constitutes a binding obligation on the Buyer in accordance with its terms; 9.3 the execution and delivery of and the performance by each of the Buyer and the Guarantor of its obligations under this Agreement will not: 9.3.1 result in a breach of any provision of its constitution; or 9.3.2 result in a breach of, or constitute a default under, anydocument: (a) agreement, licence (STATUS) it is a company limited by shares; (b) (POWER) it has full legal capacity and power to enter into this document and to carry out the transactions that it contemplates; (c) (CORPORATE AUTHORITY) it has taken all corporate action that is necessary or other instrumentdesirable to authorise its entry into this document and its carrying out the transactions that it contemplates; (d) (AUTHORISATIONS) it holds each Authorisation that is necessary or desirable to: (i) execute this document and to carry out the transactions that it contemplates; or (bii) orderensure that this document is legal, judgment or decree of valid, binding and admissible in evidence, and it is complying with any court, governmental agency of regulatory body conditions to which any of these Authorisations is subject; (e) (DOCUMENTS EFFECTIVE) this document constitutes its legal, valid and binding obligations, enforceable against it is a party or by which it is bound 9.4 all consents, permissions, approvals and agreements of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance with its respective terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration; (f) (NO CONTRAVENTION) neither its execution of this document nor the carrying out by it of the transactions that it contemplates, does or will: (i) contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any undertaking or instrument binding on it or any of its property; or (iv) contravene its constitution; (g) (NO LITIGATION) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the knowledge of any of its officers after due inquiry, threatened which, if adversely decided, could have been unconditionally obtained in writinga material adverse effect on its ability to perform its obligations under this document; (h) (NO INSOLVENCY) it is not affected by an Insolvency Event; and 9.5 that there are no circumstances within the actual knowledge (i) (NO TRUST) it is not entering into this document as trustee of the Buyer any trust or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Businesssettlement.

Buyer’s Warranties. Each of the 13.1 The Buyer and the Guarantor warrants to the Seller as of the date hereof that: 9.1 In the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT; 9.2 (a) it has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform this Agreement and that this Agreement constitutes a all other Acquisition Documents, each of which constitute, or will when executed constitute, valid and binding obligation obligations on the Buyer in accordance with its their respective terms; 9.3 (b) there are no agreements (including its articles of association), arrangements, court orders or any other restrictions of any kind that prohibit or restrict the Buyer’s ability to be bound by the obligations contained in this Agreement; (c) no order has been made, no petition has been presented, no meeting has been convened to consider a resolution, and no resolution has been passed, for the winding up of the Buyer or for a provisional liquidator to be appointed in respect of it; (d) no administration order has been made and no petition for such an order has been presented in respect of the Buyer; (e) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Buyer; (f) the Buyer is not insolvent or unable to pay its debts within the meaning of s.123 Insolvency Xxx 0000 and has not stopped paying its debts as they fall due; (g) no voluntary arrangement has been proposed under s.1 Insolvency Xxx 0000 in respect of the Buyer; (h) no distress, distraint, charging order, garnishee order, execution or other process has been levied or applied for in respect of any of the assets of the Buyer; (i) no event analogous to the events set-out in clauses 13.1(a) to 13.1(h) has occurred with respect to the Buyer; and (j) the execution and delivery of of, and the performance by each of the Buyer and the Guarantor of its obligations under under, this Agreement will not: 9.3.1 not be or result in a breach of any provision of its constitution; or 9.3.2 result in a breach of, the memorandum or constitute a default under, any: (a) agreement, licence or other instrument; or (b) order, judgment or decree articles of any court, governmental agency of regulatory body to which it is a party or by which it is bound 9.4 all consents, permissions, approvals and agreements association of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within the actual knowledge of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the BusinessBuyer.

Buyer’s Warranties. Each of the The Buyer represents and the Guarantor warrants to the Seller as at the date of this document and as at Completion that: 9.1 In the case of the Buyer, it is a private limited company incorporated and validly existing under the laws of England and Wales which is registered for VAT; 9.2 : (a) it has full power and authority to enter into this document and perform has taken all necessary action to authorise the execution, delivery and performance of this Agreement and that this Agreement constitutes a binding obligation on the Buyer document in accordance with its terms; 9.3 ; (b) this document constitutes a legally valid and binding obligation of the execution Buyer enforceable in accordance with its terms; (c) the execution, delivery and delivery performance of and this document by the performance by each Buyer will not violate any provision of: (i) any law or regulation or any order or decree of any Governmental Agency of Austria or any state or territory or relevant jurisdiction in which it is incorporated; (ii) the constitution of the Buyer or equivalent constituent documents; or (iii) any Encumbrance or other document which is binding on the Buyer; (d) no order has been made, or application filed, or resolution passed or a notice of intention given to pass a resolution for the winding up of the Buyer and the Guarantor of its obligations under this Agreement will not: 9.3.1 result in a breach of any provision of its constitution; or 9.3.2 result in a breach of, or constitute a default under, any: (a) agreement, licence or other instrument; or (b) order, judgment or decree of any court, governmental agency of regulatory body to which it is a party or by which it is bound 9.4 all consents, permissions, approvals and agreements of the shareholders of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within justifying commencement of any such action; (e) no petition or other process for winding-up or dissolution has been presented or threatened in writing against the actual knowledge Buyer and, so far as the Buyer is aware, there are no circumstances justifying such a petition or other process; (f) no receiver, receiver and manager, liquidator, administrator, controller, trustee or similar official has been appointed over all or any part of the assets or undertaking of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle and, so far as the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5is aware, there are no circumstances justifying such an appointment; (g) the Buyer has not entered into or taken steps or proposed to enter into any arrangement or composition or compromise with all or a class of its creditors; (h) the Buyer has not: (i) gone, and the Guarantor will be deemed is not proposed to be aware go, into liquidation; (ii) passed a winding-up resolution or commenced steps for winding-up or dissolution; or (i) no writ of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by execution has issued against the Buyer or any of its assets and, so far as the GuarantorBuyer is aware, in relation there are no circumstances justifying such a writ; and (j) the Buyer is able to pay its proposed acquisition of the Business.debts as and when they fall due. The Buyer is not taken under applicable laws to be unable to pay its debts

Buyer’s Warranties. Each of the 12.1 The Buyer and the Guarantor warrants to the Seller that: 9.1 In the case (a) Each member of the Buyer, it is a private limited company incorporated ’s Group has all requisite power and validly existing under the laws of England and Wales which is registered for VAT; 9.2 it has full power authority to enter into into, deliver and perform this Agreement agreement and any other Transaction Document to which they are a party; (b) this agreement and any other Transaction Document to which a member of the Buyer’s Group is a party will, upon execution, constitute valid, legal and binding obligations of that this Agreement constitutes a binding obligation on the Buyer member in accordance with its their terms; 9.3 (c) the execution execution, delivery and delivery of and the performance by each member of the Buyer Buyer’s Group of this agreement and the Guarantor of its obligations under this Agreement any other Transaction Documents to which they are a party does not and will notnot result in: 9.3.1 result in (i) a breach of any provision of its constitution; orthe applicable member’s Constitutional Documents; 9.3.2 result in (ii) a breach of, or constitute a default under, any: (a) agreement, licence any agreement or other instrumentinstrument to which that member is a party or by which it is otherwise bound; or (biii) a breach of any order, judgment or decree of any court, governmental agency of or regulatory body to which it that member is a party subject or by which it is bound; 9.4 all consents, permissions, approvals and agreements (d) each member of the shareholders Buyer’s Group has and will have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations when they arise under this agreement or any other Transaction Document to which they are a party; (e) the Buyer is not aware of any matter, fact or circumstance that may impede the prompt satisfaction of the Buyer Conditions; (f) having been given an opportunity to carry out an investigation into the business and affairs of the Guarantor or any third parties (including any regulatory authority) which are necessary for Companies the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement in accordance is not aware of any fact, matter or circumstance which is inconsistent with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within the actual knowledge any of the Buyer Warranties (save as Disclosed) or the Guarantor or their officers or employees at the date of this Agreement which will constitutes or might entitle constitute a breach of any of the Buyer Warranties or which might otherwise give rise to make a claim against any liability on the part of the Seller under this Agreement. For agreement; (g) Advantage Life Puerto Rico A.I. (“ALPR”) has filed an election under section 953 (d) of the purposes Code to be treated as a domestic corporation for U.S. tax purposes; (h) the Buyer will not carry out any act or omission that results in the loss of this clause 9.5AILIL’s status under section 953(d) of the Code or equivalent status of AILIL or any surviving company following the merger of AILIL with and into another company; and (i) the Buyer will not carry out any act or omission that results in the Company being treated as a U.S. taxpayer for U.S. federal tax purposes. 12.2 Without prejudice to the right of the Seller to claim on any other basis or take advantage of any other remedies available to it, if any Warranty is breached or proves to be untrue, the Buyer undertakes to pay to the Seller on demand: (a) the amount necessary to put the Seller into the position it would have been in if the Warranty had not been breached and the Guarantor will be deemed to be aware of had been true; and (b) all such information set out within any due diligence reportscosts and expenses (including, accountants reports without limitation, damages, legal and other specialist reports writtenprofessional fees and costs, penalties, expenses and consequential losses whether directly or commissioned indirectly arising) incurred by the Buyer or the Guarantor, in relation to its proposed acquisition Seller as a result of the Businessbreach of the Warranty not being true (including a reasonable amount in respect of management time).

Buyer’s Warranties. Each of the Buyer represents and the Guarantor warrants to the Seller thatSeller: 9.1 In the case of the Buyer, it (a) The Buyer is a private limited company incorporated partnership duly and validly organized and existing in good standing under the laws of England the state of Delaware; the Buyer has all power and Wales which is registered for VAT; 9.2 it authority to own its properties and carry on its business in the places where the ownership of such properties and the conduct of such business so requires; the Buyer has full the power and authority to enter into the Agreements, and perform this Agreement to carry out the transactions contemplated hereunder and that this Agreement constitutes a binding obligation on the Buyer in accordance with its terms; 9.3 thereunder; the execution and delivery of the Agreements by the Buyer and the performance of its obligations hereunder and thereunder, including the payment of the purchase price in exchange for the assignment of the Seller's rights under the Project Documents, have been duly authorized by each all necessary action of the Buyer and the Guarantor of its obligations under this Agreement will not: 9.3.1 result in a breach of do not violate or conflict with (i) any provision of its constitution; or 9.3.2 result in a breach ofthe Buyer's limited partnership agreement or certificate of limited partnership, (ii) any law, or constitute a default under, any: (a) agreement, licence or other instrument; or (b) any order, judgment writ, injunction, decree, rule or decree regulation of any court, administrative agency or any other governmental agency of regulatory body authority, or (iii) any agreement to which it the Buyer is a party or by which it the Buyer is bound 9.4 ; the Buyer is not subject to any restriction or agreement which (with or without the giving of notice or the passage of time or both) prohibits or would be violated by, and the Buyer has obtained all consents, permissions, approvals and agreements of the shareholders consents of third parties necessary for, the consummation of the transactions contemplated hereby; and the Agreements constitute and when executed will constitute, the valid and binding obligations of the Buyer and the Guarantor or any third parties (including any regulatory authority) which are necessary for the Buyer and/or the Guarantor to obtain in order to enter into and perform this Agreement enforceable in accordance with its respective terms have been unconditionally obtained in writing; and 9.5 that there are no circumstances within the actual knowledge of the Buyer or the Guarantor or their officers or employees at the date of this Agreement which will or might entitle the Buyer to make a claim against the Seller under this Agreement. For the purposes of this clause 9.5, the Buyer and the Guarantor will be deemed to be aware of all such information set out within any due diligence reports, accountants reports and other specialist reports written, or commissioned by the Buyer or the Guarantor, in relation to its proposed acquisition of the Businessterms.