Common use of Obligations and liability Clause in Contracts

Obligations and liability. 6.3.1 The obligations of each of the Warrantors shall be binding on his, her or its personal representatives and successors and permitted assigns (as the case may be). 6.3.2 Any liability to any party to this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any party as regards any person under such liability without prejudicing the rights of any other party or the relevant party’s other rights against such person or the relevant party’s rights against any other person under the same or a similar liability. 6.3.3 Subject to the provisions of the Agreement Among Hong Kong Underwriters (which shall not be binding on or confer any rights upon any persons other than the parties thereto), for the avoidance of doubt, neither the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers nor any of the Hong Kong Underwriters shall be responsible or liable for any breach of the provisions of this Agreement by any of the Hong Kong Underwriters (other than itself in its capacity as a Hong Kong Underwriter). 6.3.4 Save and except for any loss or damage finally judicially determined to have arisen solely out of any gross negligence, wilful default or fraud or breach of this Agreement on the part of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the relevant Hong Kong Underwriter, no claim shall be made against the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, or any of the Hong Kong Underwriters or against any other of the Indemnified Persons (as defined below) (such right of the Indemnified Persons being held by the Hong Kong Underwriters as trustee for the Indemnified Persons) by the Company and/or the Warranting Shareholder (and each of the Warrantors shall procure that none of its Affiliates shall make any such claim), to recover any damage, cost, charge or expense which any of the Warrantors may suffer or incur by reason of or arising out of the carrying out by the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, or any of the Hong Kong Underwriters of the work to be done by any of them or the performance of their respective obligations hereunder or otherwise in connection with any other Underwriting Documents, the Offer Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, or the Hong Kong Underwriters shall have any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares or any announcements, documents, materials, communications or information whatsoever made, given, related or issued arising out of, in relation to or in connection with the Company or the Global Offering (whether or not approved by the Sole Global Coordinator or any of the Hong Kong Underwriters). 6.3.5 Each of the Warrantors acknowledges and agrees that (i) issuance and subscription and/or procurement of the issuance and subscription of the Offer Shares pursuant to this Agreement, including the determination of the Offer Price and any related discounts and commissions is an arm’s-length commercial transaction between the Company, on the one hand, and the Hong Kong Underwriters, on the other hand; (ii) in connection with the Global Offering and the process leading to such transaction, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters is acting as an agent or fiduciary of the Company’s shareholders, creditors, employees or any other party; (iii) none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has assumed or shall assume an advisory or fiduciary responsibility in favor of the Warrantors with respect to the Global Offering or the process leading thereto (irrespective of whether it has advised or is currently advising the Company on other matters) and none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has any obligation to the Warrantors with respect to the Global Offering except the obligations expressly set forth in this Agreement; (iv) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Warrantors; (v) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Global Offering and the Warrantors have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (vi) to the extent as permitted by applicable laws, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters shall have any liability in respect of any omission of information from any Offer Documents or statement of fact or opinion contained therein (other than information relating to it) being untrue, incorrect or misleading (it being acknowledged by the parties that the Company and the Directors are solely responsible). 6.3.6 To the extent applicable, the undertakings in this Clause 6 shall remain in full force and effect up to such time as explicitly provided herein notwithstanding the completion of the Global Offering.

Obligations and liability. 6.3.1 The obligations of each of the Warrantors shall be binding on his, her his or its personal representatives and successors and permitted assigns (as the case may be). 6.3.2 Any liability to any party to this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any party as regards any person under such liability without prejudicing the rights of any other party or the relevant party’s other rights against such person or the relevant party’s rights against any other person under the same or a similar liability. 6.3.3 Subject to the provisions of the Agreement Among Hong Kong Underwriters (which shall not be binding on or confer any rights upon any persons other than the parties thereto), for the avoidance of doubt, neither the Sole Global CoordinatorJoint Sponsors, the Sole SponsorOverall Coordinators, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers Managers, the Co- lead Manager, the CMIs nor any of the other Hong Kong Underwriters shall be responsible or liable for any breach of the provisions of this Agreement by any of the Hong Kong Underwriters (other than itself in its capacity as a Hong Kong Underwriter). 6.3.4 Save and except for any loss or damage finally judicially determined to have arisen solely and directly out of any gross negligence, wilful default or fraud or breach of this Agreement on the part of the Sole Global CoordinatorJoint Sponsors, the Sole SponsorOverall Coordinators, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers Managers, the Co-lead Manager, the CMIs or the relevant other Hong Kong UnderwriterUnderwriters, no claim shall be made against the Sole Global CoordinatorJoint Sponsors, the Sole SponsorOverall Coordinators, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, or any of the Co-lead Manager, the CMIs, the other Hong Kong Underwriters or against any other of the Indemnified Persons (as defined below) (such right of the Indemnified Persons being held by the Hong Kong Underwriters as trustee for the Indemnified Persons) by the Company and/or any of the Warranting Shareholder other Warrantors (and each of the Warrantors shall procure that none of its Affiliates shall make any such claim), to recover any damage, cost, charge or expense which any of the Warrantors may suffer or incur by reason of or arising out of the carrying out by the Sole Global CoordinatorJoint Sponsors, the Sole SponsorOverall Coordinators, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs or any of the other Hong Kong Underwriters of the work to be done by any of them or the performance of their respective obligations hereunder or otherwise in connection with any other Underwriting Documents, the Offer Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Sole Global CoordinatorJoint Sponsors, the Sole SponsorOverall Coordinators, the Sole BookrunnerJoint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, or the Co-lead Manager, the CMIs and the other Hong Kong Underwriters shall have any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares or any announcements, documents, materials, communications or information whatsoever made, given, related or issued arising out of, in relation to or in connection with the Company or the Global Offering (whether or not approved by the Sole Global Coordinator Overall Coordinators or any of the Hong Kong Underwriters). 6.3.5 Each of the Warrantors acknowledges and agrees that (i) issuance and subscription and/or procurement of the issuance and subscription of the Offer Shares pursuant to this Agreement, including the determination of the Offer Price and any related discounts and commissions is an arm’s-length commercial transaction between the Company, on the one hand, and the Hong Kong Underwriters, on the other hand; (ii) in connection with the Global Offering and the process leading to such transaction, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters is acting as an agent or fiduciary of the Company’s shareholders, creditors, employees or any other party; (iii) none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has assumed or shall assume an advisory or fiduciary responsibility in favor of the Warrantors with respect to the Global Offering or the process leading thereto (irrespective of whether it has advised or is currently advising the Company on other matters) and none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has any obligation to the Warrantors with respect to the Global Offering except the obligations expressly set forth in this Agreement; (iv) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Warrantors; (v) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Global Offering and the Warrantors have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (vi) to the extent as permitted by applicable laws, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters shall have any liability in respect of any omission of information from any Offer Documents or statement of fact or opinion contained therein (other than information relating to it) being untrue, incorrect or misleading (it being acknowledged by the parties that the Company and the Directors are solely responsible). 6.3.6 To the extent applicable, the undertakings in this Clause 6 shall remain in full force and effect up to such time as explicitly provided herein notwithstanding the completion of the Global Offering.

Obligations and liability. 6.3.1 The obligations of each of the Warrantors shall be binding on his, her his or its personal representatives and successors and permitted assigns (as the case may be). 6.3.2 Any liability to any party to this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any party as regards any person under such liability without prejudicing the rights of any other party or the relevant party’s other rights against such person or the relevant party’s rights against any other person under the same or a similar liability. 6.3.3 Subject to the provisions of the Agreement Among Hong Kong International Underwriters (which shall not be binding on or confer any rights upon any persons other than the parties thereto), for the avoidance of doubt, neither the Sole Global Coordinator, the Sole Sponsor, Joint Lead Managers, the Sole Bookrunner, the Joint Lead Managers Bookrunner nor any of the Hong Kong International Underwriters shall be responsible or liable for any breach of the provisions of this Agreement by any of the Hong Kong International Underwriters (other than itself in its capacity as a Hong Kong an International Underwriter). 6.3.4 Save and except for any loss or damage finally judicially determined to have arisen solely out of any gross negligence, wilful default or fraud or breach of this Agreement on the part of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers or the relevant Hong Kong International Underwriter, no claim shall be made against the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, Managers or any of the Hong Kong International Underwriters or against any other of the Indemnified Persons (as defined below) (such right of the Indemnified Persons being held by the Hong Kong International Underwriters as trustee for the Indemnified Persons) by the Company and/or the Warranting Shareholder (and each of the Warrantors shall procure that none of its Affiliates shall make any such claim), to recover any damage, cost, charge or expense which any of the Warrantors may suffer or incur by reason of or arising out of the carrying out by the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, or any of the Hong Kong International Underwriters of the work to be done by any of them or the performance of their respective obligations hereunder or otherwise in connection with any other Underwriting Documents, the Offer Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Sole Global Coordinator, the Sole Sponsor, the Sole Bookrunner, the Joint Lead Managers, or the Hong Kong International Underwriters shall have any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares or any announcements, documents, materials, communications or information whatsoever made, given, related or issued arising out of, in relation to or in connection with the Company or the Global Offering (whether or not approved by the Sole Global Coordinator or any of the Hong Kong International Underwriters). 6.3.5 Each of the Warrantors acknowledges and agrees that (i) issuance and subscription and/or procurement of the issuance and subscription of the Offer Shares pursuant to this Agreement, including the determination of the Offer Price and any related discounts and commissions is an arm’s-length commercial transaction between the Company, on the one hand, and the Hong Kong International Underwriters, on the other hand; (ii) in connection with the Global Offering and the process leading to such transaction, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong International Underwriters is acting as an agent or fiduciary of the Company’s shareholders, creditors, employees or any other party; (iii) none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers Manager or any of the Hong Kong International Underwriters has assumed or shall assume an advisory or fiduciary responsibility in favor of the Warrantors with respect to the Global Offering or the process leading thereto (irrespective of whether it has advised or is currently advising the Company on other matters) and none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers Manager or any of the Hong Kong International Underwriters has any obligation to the Warrantors with respect to the Global Offering except the obligations expressly set forth in this Agreement; (iv) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers Manager and/or any of the Hong Kong International Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Warrantors; (v) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers Manager and/or any of the Hong Kong International Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Global Offering and the Warrantors have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (vi) to the extent as permitted by applicable laws, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers Manager or any of the Hong Kong International Underwriters shall have any liability in respect of any omission of information from any Offer Documents or statement of fact or opinion contained therein (other than information relating to it) being untrue, incorrect or misleading (it being acknowledged by the parties that the Company and the Directors are solely responsible). 6.3.6 To the extent applicable, the undertakings in this Clause 6 shall remain in full force and effect up to such time as explicitly provided herein notwithstanding the completion of the Global Offering.

Obligations and liability. 6.3.1 The obligations of each of the Warrantors shall be binding on his, her his or its personal representatives and successors and permitted assigns (as the case may be). 6.3.2 Any liability to any party to this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any party as regards any person under such liability without prejudicing the rights of any other party or the relevant party’s other rights against such person or the relevant party’s rights against any other person under the same or a similar liability. 6.3.3 Subject to the provisions of the Agreement Among Hong Kong Underwriters (which shall not be binding on or confer any rights upon any persons other than the parties thereto), for the avoidance of doubt, neither the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers Managers, the CMIs nor any of the other Hong Kong Underwriters shall be responsible or liable for any breach of the provisions of this Agreement by any of the Hong Kong Underwriters (other than itself in its capacity as a Hong Kong Underwriter). 6.3.4 Save and except for any loss or damage finally judicially determined to have arisen solely and directly out of any gross negligence, wilful default or fraud or breach of this Agreement on the part of the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers Managers, the CMIs or the relevant other Hong Kong UnderwriterUnderwriters, no claim shall be made against the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers, or any of the CMIs, the other Hong Kong Underwriters or against any other of the Indemnified Persons (as defined below) (such right of the Indemnified Persons being held by the Hong Kong Underwriters as trustee for the Indemnified Persons) by the Company and/or any of the Warranting Shareholder other Warrantors (and each of the Warrantors shall use their reasonable endeavours to procure that none of its Affiliates shall make any such claim), to recover any damage, cost, charge or expense which any of the Warrantors may suffer or incur by reason of or arising out of the carrying out by the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers, the CMIs or any of the other Hong Kong Underwriters of the work to be done by any of them or the performance of their respective obligations hereunder or otherwise in connection with any other Underwriting Documents, the Offer Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Sole Sponsor, the Sole Overall Coordinator, the Sole Global Coordinator, the Sole Sponsor, the Sole BookrunnerJoint Bookrunners, the Joint Lead Managers, or the CMIs and the other Hong Kong Underwriters shall have any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares or any announcements, documents, materials, communications or information whatsoever made, given, related or issued arising out of, in relation to or in connection with the Company or the Global Offering (whether or not approved by the Sole Global Overall Coordinator or any of the Hong Kong Underwriters). 6.3.5 Each of the Warrantors acknowledges and agrees that (i) issuance and subscription and/or procurement of the issuance and subscription of the Offer Shares pursuant to this Agreement, including the determination of the Offer Price and any related discounts and commissions is an arm’s-length commercial transaction between the Company, on the one hand, and the Hong Kong Underwriters, on the other hand; (ii) in connection with the Global Offering and the process leading to such transaction, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters is acting as an agent or fiduciary of the Company’s shareholders, creditors, employees or any other party; (iii) none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has assumed or shall assume an advisory or fiduciary responsibility in favor of the Warrantors with respect to the Global Offering or the process leading thereto (irrespective of whether it has advised or is currently advising the Company on other matters) and none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters has any obligation to the Warrantors with respect to the Global Offering except the obligations expressly set forth in this Agreement; (iv) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Warrantors; (v) the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and/or any of the Hong Kong Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Global Offering and the Warrantors have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (vi) to the extent as permitted by applicable laws, none of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers or any of the Hong Kong Underwriters shall have any liability in respect of any omission of information from any Offer Documents or statement of fact or opinion contained therein (other than information relating to it) being untrue, incorrect or misleading (it being acknowledged by the parties that the Company and the Directors are solely responsible). 6.3.6 To the extent applicable, the undertakings in this Clause 6 shall remain in full force and effect up to such time as explicitly provided herein notwithstanding the completion of the Global Offering.