Common use of Extent of Warranties Clause in Contracts

Extent of Warranties. In consideration of the Purchaser agreeing to purchase the Shares on the terms contained in this Agreement, the Warrantors hereby: 9.1.1 in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting for itself and for any successor in title to the Shares or to part or all of the Business in the terms set out in Schedule 6; 9.1.2 in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting as referred to in clause 9.1.1 that the Warranties will be true and accurate in all material respects (unless the relevant Warranty is qualified as to materiality, in which case such Warranty will be true and accurate in all respects) and not misleading at and fulfilled down to Completion in all respects as if they had been made or given at Completion and on the basis that a reference to the actual time of Completion were substituted for any express or implied reference to the time of this Agreement; 9.1.3 undertake that (save only as may be necessary to give effect to this Agreement) they shall not, and shall procure (as far as they can) that the Company and the Subsidiaries shall not, prior to Completion, do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties untrue or inaccurate or misleading if they were so given on the basis mentioned in clause 9.1.2; 9.1.4 without restricting the rights of the Purchaser or any successor in title to the Shares or their ability to claim damages on any basis available to them in the event of any breach or non- fulfilment of any of the Warranties, undertake to the Purchaser contracting as aforesaid that the Warrantors will on demand pay to the Purchaser or such successors: (a) the full amount of any shortfall or diminution in the value of any assets of the Company or any of the Subsidiaries or of the Business and an amount equal to any other loss suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor as a result of or in relation to any act, matter, thing or circumstance constituting a breach or non-fulfilment of any of the Warranties; and (b) all costs, expenses and disbursements suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor directly or indirectly as a result of or in relation to any breach or nonfulfilment of any of the Warranties; provided that any amount so payable shall be increased so as to ensure that the net amount received by the Purchaser or any such successor shall after Taxation be equal to that which would have been received had the payment and any increased payment not been subject to Taxation; 9.1.5 further undertake to the Purchaser that upon any of them becoming aware prior to Completion of the impending or threatened occurrence or non-occurrence of any matter, event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such event occurred or been known to any of them prior to the date of this Agreement) of any of the Warranties or which would or might make any of the Warranties inaccurate or misleading or which would or might give rise to a claim under the Indemnities or Tax Deed (whether or not then executed) they will promptly give written notice of such event to the Purchaser before Completion with sufficient details to enable the Purchaser to assess accurately the impact of such event and if so requested by the Purchaser use their best endeavours promptly to prevent or remedy the same.

Extent of Warranties. In consideration 10.1.1 If one or more statements for which the Founders or the Investors have given Warranties under clause 9 of this Agreement, turn out to be untrue or were false, the Purchaser is entitled to demand from the Founders – as joint and several debtors (Gesamtschulder) – respectively the Investors – as several debtors (Teilschuldner) – to establish such conditions which would be in effect if the statements were true (Naturalrestitution) within a reasonable period set by the Purchaser in writing, but in no event within a period of less than one (1) month after receipt of the demand. The Founders shall also be joint and severally liable (Gesamtschuld) for any claim of the Purchaser agreeing vis-à-vis the respective Investor. 10.1.2 The liability of the Founders and the Investors in case of a breach of the Warranties shall be excluded to purchase the Shares on extent that the terms contained facts underlying such breach have been disclosed to the Purchaser directly in the Schedules to this Agreement. Furthermore the Sellers shall not be liable under or in connection with this Agreement due to a breach of the Warranties and the Sellers’ liability under this Agreement in respect of such breach of the Warranties shall be excluded if and to the extent, as at the Signing Date, (i) the Purchaser has actual knowledge (positive Kenntnis) of the facts or matters underlying the relevant breach of the Warranties in a manner reasonably enabling a prudent business person (ordentlicher Geschäftsmann) to identify the consequences of the disclosed facts or matters underlying a potential breach or (ii) the facts or matters underlying the relevant breach of the Warranties were Fairly Disclosed to the Purchaser in the Data Room during the preparation of this Agreement, three (3) electronic copies of which will be set aside and one will be preserved by the Warrantors hereby: 9.1.1 acting notary for a period of five (5) years after the Closing Date in relation accordance with a joint instruction letter attached hereto as Schedule 10.1.2. “Fairly Disclosed” shall mean disclosed in the Data Room and the schedules attached to this Agreement and in a manner/description and at a place where – based on the Company and each title of the Subsidiaries warrantrespective section or folder – the information can be expected and in such reasonable detail that the relevant circumstances, represent facts and/or risks could be identified by an experienced and undertake to professional Purchaser, in each case by applying the Purchaser contracting for itself and for any successor in title to the Shares or to part or all standard of care of a prudent businessman (ordentlicher Geschäftsmann) dealing with a transaction of the Business in the terms set out in Schedule 6; 9.1.2 in relation to the Company size and each kind of the Subsidiaries warrant, represent and undertake to the Purchaser contracting as referred to in clause 9.1.1 that the Warranties will be true and accurate in all material respects (unless the relevant Warranty is qualified as to materiality, in which case such Warranty will be true and accurate in all respects) and not misleading at and fulfilled down to Completion in all respects as if they had been made or given at Completion and on the basis that a reference to the actual time of Completion were substituted for any express or implied reference to the time of this Agreement; 9.1.3 undertake that (save only as may be necessary to give effect to this Agreement) they shall not, and shall procure (as far as they can) that the Company and the Subsidiaries shall not, prior to Completion, do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties untrue or inaccurate or misleading if they were so given on the basis mentioned in clause 9.1.2; 9.1.4 without restricting the rights of the Purchaser or any successor in title to the Shares or their ability to claim damages on any basis available to them in the event of any breach or non- fulfilment of any of the Warranties, undertake to the Purchaser contracting as aforesaid that the Warrantors will on demand pay to the Purchaser or such successors: (a) the full amount of any shortfall or diminution in the value of any assets of the Company or any of the Subsidiaries or of the Business and an amount equal to any other loss suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor as a result of or in relation to any act, matter, thing or circumstance constituting a breach or non-fulfilment of any of the Warranties; and (b) all costs, expenses and disbursements suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor directly or indirectly as a result of or in relation to any breach or nonfulfilment of any of the Warranties; provided that any amount so payable shall be increased so as to ensure that the net amount received by the Purchaser or any such successor shall after Taxation be equal to that which would have been received had the payment and any increased payment not been subject to Taxation; 9.1.5 further undertake to the Purchaser that upon any of them becoming aware prior to Completion of the impending or threatened occurrence or non-occurrence of any matter, event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such event occurred or been known to any of them prior to the date of this Agreement) of any of the Warranties or which would or might make any of the Warranties inaccurate or misleading or which would or might give rise to a claim under the Indemnities or Tax Deed (whether or not then executed) they will promptly give written notice of such event to the Purchaser before Completion with sufficient details to enable the Purchaser to assess accurately the impact of such event and if so requested by the Purchaser use their best endeavours promptly to prevent or remedy the sameTransaction.

Extent of Warranties. In consideration of the Purchaser Buyer agreeing to purchase the Shares on the terms contained in this Agreementagreement, the Warrantors herebyWarrantors: 9.1.1 (a) in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting for itself and for any successor in title to the Shares or to part or all of the Business Buyer, in the terms set out in Schedule 64; 9.1.2 (b) in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting as referred to in clause 9.1.1 Buyer, that the Warranties will be true and accurate in all material respects (unless the relevant Warranty is qualified as to materiality, in which case such Warranty will be true and accurate in all respects) and not misleading at and fulfilled down to Completion in all respects as if they had been made or given at Completion and on the basis that a reference to the actual time of Completion were substituted for any express or implied reference to the time of this Agreementagreement; 9.1.3 (c) undertake that (save only as may be necessary to give effect to this Agreementagreement) they shall not, and shall procure (as far as they can) that the Company and the Subsidiaries shall not, prior to Completion, do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties untrue or inaccurate or misleading if they were so given on the basis mentioned in clause 9.1.29.1(b); 9.1.4 (d) without restricting the rights of the Purchaser or any successor in title to the Shares or their ability Buyer to claim damages on any basis available to them it in the event of any breach or non- non-fulfilment of any of the Warranties, undertake to the Purchaser contracting as aforesaid Buyer, that the Warrantors Sellers will on demand pay to the Purchaser or such successorsBuyer: (ai) the full amount of any shortfall or diminution in the value of any assets of the Company or any of the Subsidiaries or of the Business and an amount equal to any other loss suffered or incurred by the PurchaserBuyer, the Company, any of the Subsidiaries or any such successor Company as a result of or in relation to any act, matter, thing or circumstance constituting a breach or non-fulfilment of any of the Warranties; and (bii) all costs, expenses and disbursements suffered or incurred by the PurchaserBuyer, the Company, any of the Subsidiaries or any such successor Company directly or indirectly as a result of or in relation to any breach or nonfulfilment non-fulfilment of any of the Warranties; , provided that any amount so payable shall be increased so as to ensure that the net amount received by the Purchaser or any such successor shall after Taxation be equal to that which would have been received had the payment and any increased payment not been subject to Taxation; 9.1.5 (e) further undertake to the Purchaser Buyer that upon any of them becoming aware prior to Completion of the impending or threatened occurrence or non-occurrence of any matter, event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such event occurred or been known to any of them prior to the date of this Agreementagreement) of any of the Warranties or which would or might make any of the Warranties inaccurate or misleading or which would or might give rise to a claim under the Indemnities or Tax Deed (whether or not then executed) they will promptly give written notice of such event to the Purchaser Buyer before Completion with sufficient details to enable the Purchaser Buyer to assess accurately the impact of such event and if so requested by the Purchaser Buyer use their best all reasonable endeavours promptly to prevent or remedy the samesame provided that no right to damages or compensation shall arise in favour of the Buyer in consequence only of the occurrence or non-occurrence after the signing of this agreement and before Completion of an event constituting a breach or non-fulfilment of any of the Warranties whether or not this agreement is rescinded in consequence if: (i) the event in question could not reasonably have been avoided or prevented by the Sellers or any of them; and (ii) the occurrence of the event in question was duly notified in accordance with the foregoing provisions of this clause 9.1.

Extent of Warranties. In consideration of the Purchaser agreeing to purchase the Shares on the terms contained in this Agreement, the Warrantors hereby: 9.1.1 in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting for itself and for any permitted successor in title to the Shares or to part or all of the Business in the terms set out in Schedule 65; 9.1.2 in relation to the Company and each of the Subsidiaries warrant, represent and undertake to the Purchaser contracting as referred to in clause 9.1.1 that the Warranties will be true and accurate and not misleading and fulfilled down to Completion in all material respects (unless the relevant Warranty is qualified as to materiality, in which case such Warranty will be true and accurate in all respectssubject to such qualification) and not misleading at and fulfilled down to Completion in all respects as if they had been made or given at Completion and on the basis that a reference to the actual time of Completion were substituted for any express or implied reference to the time of this Agreement; 9.1.3 undertake that (save only as may be necessary to give effect to this Agreement) they shall not, and shall procure (as far as they can) that the Company and the Subsidiaries shall take all reasonable steps so as not, prior to Completion, to do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties untrue or inaccurate or misleading if they were so given on the basis mentioned in clause 9.1.2; 9.1.4 without restricting the rights of the Purchaser or any successor in title to the Shares or their ability to claim damages on any basis available to them in the event of any breach or non- non-fulfilment of any of the Warranties, undertake to the Purchaser contracting as aforesaid that the Warrantors will on demand pay to the Purchaser or such successors: (a) the full amount of any shortfall or diminution in the value of any assets of the Company or any of the Subsidiaries or of the Business and an amount equal to any other loss suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor as a result of or in relation to any act, matter, thing or circumstance constituting a breach or non-fulfilment of any of the Warranties; and (b) all proper and reasonable costs, expenses and disbursements suffered or incurred by the Purchaser, the Company, any of the Subsidiaries or any such successor directly or indirectly as a result of or in relation to any breach or nonfulfilment of any of the Warranties; provided that any amount so payable shall be increased so as to ensure that the net amount received by the Purchaser or any such successor shall after Taxation be equal to that which would have been received had the payment and any increased payment not been subject to Taxation; 9.1.5 further undertake to the Purchaser that upon any of them becoming aware prior to Completion of the impending or threatened occurrence or non-occurrence of any matter, event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such event occurred or been known to any of them prior to the date of this Agreement) of any of the Warranties or which would or might make any of the Warranties inaccurate or misleading in any material respect or which would or might give rise to a claim under the Indemnities or Tax Deed (whether or not then executed) they will promptly give written notice of such event to the Purchaser before Completion with sufficient details as is available to them to enable the Purchaser to assess accurately the impact of such event and if so requested by the Purchaser use their best all reasonable endeavours promptly to prevent or remedy the same.