Incorporation of Schedule 3. 8.1.1 The Vendor warrants to the Purchaser, in the terms set out in Part 1 of Schedule 3 in each case only subject to:
(i) any matter which is fairly and adequately disclosed in the Disclosure Letter and any matter specifically provided for, (up to the amount of the corresponding provision), specifically noted or specifically referred to in the September 30, 2003 Accounts in both instances other than the Tax related and other matters in each case referred to in Schedule 6;
(ii) the limitations and qualifications set out in Schedule 4.
8.1.2 Any statement qualified by the expression "so far as the Vendor is aware", "to the Vendor's knowledge, information and belief", "known to the Vendor" or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of Tom Ryan, Eric Tanzberger, Harry Loring, anx Xxxxxxopher Cruger xxxxr xxxxxxxxxx xnquiry xx xxx Xxxxxxxxxx to verify that such statement is true and accurate. The Vendor has caused the aforementioned persons to proceed with such inquiry.
8.1.3 The Guarantor warrants to the Purchaser in the terms set out in Part 2 of Schedule 3.
8.1.4 The Purchaser warrants to the Vendor in the terms set out in Part 3 of Schedule 3.
Incorporation of Schedule 3. 7.1.1 The Vendor warrants and represents to the Purchaser and its successors in title in the terms set out in Schedule 2 subject only to:
(i) any matter expressly provided for under the terms of this Agreement; and
(ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser.
7.1.2 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon, amongst other things, the Warranties. Save as expressly otherwise provided, the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of the said Schedule or by anything in this Agreement. Breach of any of the Warranties will not adversely affect any of the Purchaser's obligations under Clause 4.3.
Incorporation of Schedule 3. 7.1.1 The Vendor hereby warrants and represents to and undertakes with the Purchaser in the terms set out in Schedule 3 subject only to:
(i) any matter which 1s fully and fairly disclosed in or pursuant to the Disclosure Letter and any matter provided for under the terms of this Agreement;
(ii) the provisions of Schedule 4 (Limitations on Liability).
7.1.2 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon, amongst other things, the Warranties.
7.1.3 Where any Warranty refers to the knowledge, information or belief of the Vendor and such knowledge, information or belief is qualified by the phrase "so far as the Vendor is aware" the Vendor acknowledges that it has made due and careful enquiry into the subject matter of the Warranty.
Incorporation of Schedule 3. 7.1.1 The Vendors jointly and severally warrant and represent to the Purchaser and its successors in title in the terms set out in Schedule 3 subject only to:
i. any matter which is fairly disclosed in the Disclosure Letter and the Disclosure Bundle and any matter expressly referred to in the Audited Accounts or expressly provided for under the terms of this Agreement; and
ii. any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser.
7.1.2 The Vendors acknowledge that the Purchaser has entered into this Agreement in reliance upon the Warranties and on the undertakings contained in Clause 9. Save as expressly otherwise provided, the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of the said Schedule or by anything in this Agreement or the Tax Deed of Covenant.
Incorporation of Schedule 3. 6.1.1 Each of the Vendors severally warrants and represents to the Purchaser and its successors in title in the terms set out in Parts 1 and 2 of Schedule 3, subject only to any matter or thing hereafter done or omitted to be done as required by this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser.
6.1.2 The Vendors severally acknowledge that the Purchaser has entered into this Agreement in reliance upon the warranties, representations, covenants and undertakings severally given which are set out in Parts 1 and 2 of Schedule 3 of this Agreement.
Incorporation of Schedule 3. 5.1.1 The Guarantor and the Vendor jointly and severally warrant and represent to the Purchaser and its successors in title in the terms set out in Schedule 3 subject only to:
(i) any matter which is fairly disclosed in the Disclosure Letter and any matter expressly provided for under the terms of this Agreement;
(ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser; and
(iii) any circumstance whereby any of the Group Companies, Yongning Termbray Circuit Boards Factory or Zhongshan Kalex Circuit Boards Factory is liable or sought to be made liable for any social security payments (statutory pension insurance, statutory medical insurance, statutory unemployment insurance, housing contributions and other applicable statutory benefits) or individual income tax levied in the PRC in consequence of any event occurring on or before Completion.
5.1.2 The Guarantor and the Vendor each acknowledge that the Purchaser has entered into this Agreement in reliance upon, amongst other things, the Warranties and on the undertakings contained in Clauses 6, 7 and 8. Save as expressly otherwise provided, the Warranties shall be separate and independent.
Incorporation of Schedule 3. 7.1.1 Subject to Clause 7.1.3, the Warrantors jointly and severally warrant to the Purchaser and its successors in title in the terms set out in Schedule 3.
7.1.2 Subject to Clause 7.1.3, each Vendor severally warrants to the Purchaser and its successors in title in the terms set out in paragraphs 1.2 and 1.4 of Schedule 3 in respect only of its capacity and title to the Shares to be sold by it.
7.1.3 The Warranties are in each case subject only to:
(i) any matter which is fairly and fully disclosed in the Disclosure Letter and any matter expressly provided for under the terms of this Agreement;
(ii) any matter or thing hereafter done or omitted to be done pursuant to this Agreement or otherwise at the request in writing or with the approval in writing of the Purchaser; and
(iii) any matter or thing which is known to the Purchaser at Completion.
7.1.4 3i warrants to the Purchaser that it is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares set opposite its name in Part 2 of Schedule 1 on the terms of this Agreement without the consent of any third party.
Incorporation of Schedule 3. 5.1.1 The Warrantor hereby warrants (and warrants at all times after the date of this agreement until Completion with reference to the facts which shall then exist) to the Purchaser and its successors in title that the Warranties are true and accurate.
5.1.2 The Warrantor acknowledges that the Purchaser has entered into this agreement in reliance upon (inter alia) the Warranties.
5.1.3 Save as expressly otherwise provided, the Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of schedule 3.
5.1.4 The liability of the Warrantor under the Warranties shall be limited in accordance with schedule 5.
