Common use of OBLIGATIONS OF THE UNDERWRITER Clause in Contracts

OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s own account. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by it for such purpose. 6.2 In acting as agent of the Company hereunder, the Underwriter shall comply with all applicable laws and shall not do or omit anything, the doing or omission of which shall or may cause the Company or any of its directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality of the foregoing, shall ensure that all offers made by it of the Rights Shares are made only in compliance with all applicable law and regulation and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda and the Underwriter shall not make or purport to make on behalf of the Company any representation or warranty not contained in the Prospectus Documents. 6.3 The Company hereby confirms the appointment of the Underwriter as underwriter of the Rights Issue subject to and upon the terms and conditions of this Agreement. The Company hereby confirms the appointment in this Clause 6.3 confers on the Underwriter all powers, authorities and discretions which are necessary for, or incidental to, the performance of its function as underwriter (including the appointment by the Underwriter, of such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant to the appointment. 6.4 For the avoidance of doubt, the obligations of the Underwriter under this Agreement shall be limited to and shall not exceed the amount of the Underwritten Shares. 6.5 Subject to the fulfilment of the Conditions Precedent, the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares to the relevant subscribers in accordance with the terms of the Prospectus Documents. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered to the Underwriter or as it may direct as soon as is reasonably practicable following receipt by the Company of evidence of settlement of payment of the aggregate Subscription Price as provided in Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes to the Company that: (1) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (2) this Agreement constitutes, and any other documents required to be executed by it pursuant to the provisions of this Agreement will, when executed, constitute, valid and binding obligations of it in accordance with their respective terms; and (3) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) that would result in a Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such terms.

OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe or procure subscription for any Untaken Shares pursuant to Clauses 5.4 and 6.3 but subject to the Maximum Undertakings as well as other obligations contained in this Clause 6.26) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s own accountaccount of the Underwriter (or of the Underwriter concerned, whichever shall be appropriate). The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter (or the Underwriter concerned, whichever shall be appropriate) of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter (or the Underwriter concerned, whichever shall be appropriate) or any agent appointed by it the Underwriter (or the Underwriter concerned, whichever shall be appropriate) for such purpose. 6.2 In acting as agent agents of the Company hereunder, the Underwriter shall comply with all applicable laws and shall not do or omit anything, the doing or omission of which shall or may cause the Company or any of its directors Directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality of the foregoing, Underwriter shall ensure that all offers made by it them of the Rights Shares are made only in compliance with all applicable law and regulation and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda and the Underwriter shall not make or purport to make on behalf of the Company any representation or warranty not contained in the Prospectus Documents. 6.3 The Company hereby confirms Pursuant to this Agreement and the appointment of Appointment but subject to the Maximum Undertakings, the Underwriter as underwriter shall use its respective best effort to underwrite and/or procure subscriptions for the entire portfolio of the Rights Issue Shares, and as such, the Underwriter shall subscribe and take up all the Untaken Shares and/or procure for the subscription thereof on best effort basis pursuant to this Agreement and the Appointment but subject to the Maximum Undertakings. 6.4 In any event, and upon the terms and conditions of this Agreement. The Company hereby confirms the appointment in this further to Clause 6.3 confers on 5, the Underwriter shall ensure that (i) each subscriber of the Untaken Shares procured by it shall be an Independent Third Party, (ii) no subscriber, together with any party acting in concert with it, will hold 30% (or such percentage which will trigger any MGO Obligation under the Takeovers Code) or more of the voting rights of the Company, and (iii) the Public Float Requirement remains to be fulfilled by the Company upon completion of the Rights Issue. 6.5 The Underwriter shall procure that all powers, authorities and discretions which necessary consents are necessary for, or incidental to, obtained from the performance of its function as underwriter (including the appointment subscribers and/or sub-underwriter(s) to be appointed by the Underwriter, where applicable, for the publication of its respective identity, and shall use its respective best endeavours to ensure that such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant information is available for incorporation in the announcements or prospectus relating to the appointment. 6.4 For the avoidance of doubt, the obligations of the Underwriter under this Agreement shall and the Rights Issue as well as any other transactions contemplated herein to be limited required to and shall not exceed the amount of the Underwritten Shares. 6.5 Subject to the fulfilment of the Conditions Precedent, be issued by the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares to the relevant subscribers in accordance with the terms of the Prospectus DocumentsListing Rules. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered to the Underwriter or as it may direct as soon as is reasonably practicable following receipt by the Company of evidence of settlement of payment of the aggregate Subscription Price as provided in Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes to the Company that: (1) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (2) this Agreement constitutes, and any other documents required to be executed by it pursuant to the provisions of this Agreement will, when executed, constitute, valid and binding obligations of it in accordance with their respective terms; and (3) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) that would result in a Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such terms.

OBLIGATIONS OF THE UNDERWRITER. 6.1 6.1. Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe or procure subscription for any Untaken Shares pursuant to Clause 5 and the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s own account. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its their obligations under this Agreement or the gross negligence negligence, fraud, or willful wilful default or omission of the Underwriter or any agent appointed by it them for such purpose. 6.2 6.2. In acting as agent agents of the Company hereunder, the Underwriter shall comply with all applicable laws and shall not do or omit anything, the doing or omission of which shall or may cause the Company or any of its directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality of the foregoing, shall ensure that all offers made by it any of them of the Rights Shares are made only in compliance with all applicable law laws and regulation regulations and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda and the Underwriter shall not make or purport to make on behalf of the Company any representation or warranty not contained in the Prospectus Documents. 6.3 The Company hereby confirms the appointment of 6.3. If the Underwriter shall default in complying with its obligations under Clause 5.1, the Company is hereby irrevocably authorised to treat this Agreement as underwriter of an application by the Rights Issue Underwriter, on and subject to and upon the terms and conditions and on the basis of this Agreement. The Company hereby confirms the appointment information contained in this Clause 6.3 confers on Agreement and in the Underwriter all powers, authorities and discretions which are necessary for, or incidental to, the performance of its function Prospectus Documents (other than as underwriter (including the appointment by the Underwriter, of such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant to the appointment. 6.4 For the avoidance time of doubt, the obligations of the Underwriter under this Agreement application and payment which shall be limited dealt with in accordance with Clause 5), for such Untaken Shares which have not been taken up and to and shall not exceed the amount of the Underwritten Shares. 6.5 Subject to the fulfilment of the Conditions Precedent, the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares same to the relevant subscribers Underwriter upon such terms and conditions. In such event, the Underwriter shall pay to the Company the aggregate Subscription Price in respect of the Untaken Shares for which they are obliged to subscribe or procure subscription in accordance with the terms of the Prospectus Documents. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered 5 less any amounts payable to the Underwriter pursuant to Clause 8.1 against delivery by the Company to the Underwriter (or as it may direct as soon direct) of such documentary evidence of entitlement to the relevant Untaken Shares as is reasonably practicable following receipt by satisfactory to the Company of evidence of settlement of payment Underwriter. 6.4. In the event of the aggregate Subscription Price as provided in Underwriter being called upon to subscribe for or procure subscription for the Untaken Shares pursuant to Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes to the Company that5: (1i) it has shall not subscribe, for its own account, for such number of Untaken Shares which will result in the requisite power shareholding of it, its associates and authority parties acting in concert with it in the Company to enter into and perform its obligations under this Agreementreach 19.9% or more of the voting rights of the Company upon the completion of the Rights Issue; (2ii) this Agreement constitutesit shall use its best endeavours to ensure that each of the subscribers of the Untaken Shares procured by it: (a) shall be an Independent Third Party; and (b) shall not, together with any of the subscriber’s associates and any other documents required to be executed by it pursuant to parties acting in concert with the provisions subscriber, hold 19.9% or more of this Agreement will, when executed, constitute, valid and binding obligations the voting rights of it in accordance with their respective termsthe Company upon completion of the Rights Issue; and (3iii) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) shall use its best endeavours to ensure that would result in a the Company shall maintain and/or meet the public float requirements under Rule 8.08 of the Listing Rules immediately upon the completion of the Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such termsIssue.

OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried The Underwriter agrees to indemnify and hold harmless the District, its respective officers, agents and employees, any persons who sign the Official Statement, the Tax Certificate and the Certificates of the District set forth in Section 7(c)(vii) hereof and each person, if any, who controls the District within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (except for the District, collectively referred to as the “Indemnified Parties”) against any and all losses, claims, damages, liabilities and expenses (including those related to a government investigation): (i) arising out of or resulting from any statement or information provided by the Underwriter pursuant for inclusion in the Preliminary Official Statement or in the Official Statement under the caption [“UNDERWRITING”] that is untrue or incorrect in any material respect or the omission therefrom of any statement or information that is necessary to Clause 5 make the statements related to such information not misleading in any material respect, and (other than ii) to the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request extent of the Company and as its agent and not aggregate amount paid in respect settlement of any litigation commenced or threatened arising from a claim based on any such untrue or incorrect statement or omission, if such settlement is effected with the prior written consent of the Underwriter’s own account, which consent shall not be unreasonably withheld. The District shall not be liable for any settlement of any proceeding in which the District and/or the Indemnified Parties are parties thereto that is effected without its prior written consent. The Underwriter (and any controlling persons agree that they shall not, without the prior written consent of the District and the Indemnified Parties, effect any settlement of any pending or threatened proceeding in relation which the District and/or the Indemnified Parties and/or the Underwriter and the officers, directors, agents and employees of the Underwriter, or controlling persons of the Underwriter, are or could have been a party to Clause 5) any such proceeding, and indemnity could have been sought hereunder by the District and/or the Indemnified Parties, unless such settlement includes an unconditional release of the District and the Indemnified Parties, from all liability on claims that are the subject matter of any such proceeding. In case any claim shall be made or action brought against the District and/or any of the Indemnified Parties based upon the Official Statement for which indemnity may be sought against the Underwriter, as provided above, the District shall promptly notify the Underwriter in writing setting forth the particulars of such claim or action and the Underwriter shall assume the defense thereof, including at their option the retaining of counsel reasonably acceptable to the District and including the payment of all reasonable expenses. The District and the Indemnified Parties shall have the right to retain separate counsel in any such action and to participate in the defense thereof but shall bear the fees and expenses of such counsel unless the Underwriter shall have specifically authorized in writing the retaining of such counsel. If the parties to such suit include the District and/or any of the Indemnified Parties and the Underwriter, and the District and/or the Indemnified Parties have been advised by such counsel that one or more legal defenses may be available to it or them which may not be responsible for any loss or damage available to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by it for such purpose. 6.2 In acting as agent of the Company hereunderUnderwriter, the Underwriter shall comply with all applicable laws and shall not do or omit anything, be entitled to assume the doing or omission of which shall or may cause the Company or any of its directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality defense of the foregoing, shall ensure that all offers made by it of the Rights Shares are made only in compliance with all applicable law and regulation and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda suit and the Underwriter shall not make or purport to make on behalf pay the reasonable fees and expenses of counsel for the Company any representation or warranty not contained in District and the Prospectus Documents. 6.3 The Company hereby confirms the appointment of the Underwriter as underwriter of the Rights Issue subject to and upon the terms and conditions of this AgreementIndemnified Parties. The Company hereby confirms the appointment remedies provided in this Clause 6.3 confers on the Underwriter all powers, authorities and discretions which Section 10 are necessary for, or incidental to, the performance of its function as underwriter (including the appointment by the Underwriter, of such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant to the appointment. 6.4 For the avoidance of doubt, the obligations of the Underwriter under this Agreement shall be limited to not exclusive and shall not exceed limit any rights or remedies which may otherwise be available to the amount District or any of the Underwritten SharesIndemnified Parties. 6.5 Subject to the fulfilment of the Conditions Precedent, the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares to the relevant subscribers in accordance with the terms of the Prospectus Documents. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered to the Underwriter or as it may direct as soon as is reasonably practicable following receipt by the Company of evidence of settlement of payment of the aggregate Subscription Price as provided in Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes to the Company that: (1) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (2) this Agreement constitutes, and any other documents required to be executed by it pursuant to the provisions of this Agreement will, when executed, constitute, valid and binding obligations of it in accordance with their respective terms; and (3) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) that would result in a Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such terms.

OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe for or procure subscription for any Underwritten Shares pursuant to Clause 5.3 and the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s 's own account. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its their obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by it them for such purpose. 6.2 In acting as agent of the Company hereunder, the Underwriter shall comply with all applicable laws and shall not do or omit anything, the doing or omission of which shall or may cause the Company or any of its directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality of the foregoing, shall ensure that all offers made by it of the Rights Shares are made only in compliance with all applicable law and regulation and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda (if required) and the Underwriter shall not make or purport to make on behalf of the Company any representation or warranty not contained in the Prospectus Documents. 6.3 The Company hereby confirms the appointment of If the Underwriter shall default in complying with its obligations under Clause 5.3, the Company is hereby irrevocably authorised to treat this Agreement as underwriter of an application by the Rights Issue Underwriter, on and subject to and upon the terms and conditions of this Agreement. The Company hereby confirms the appointment in this Clause 6.3 confers and on the Underwriter all powers, authorities and discretions which are necessary for, or incidental to, basis of the performance of its function information contained in the Prospectus Documents (other than as underwriter (including the appointment by the Underwriter, of such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant to the appointment. 6.4 For the avoidance time of doubt, the obligations of the Underwriter under this Agreement application and payment which shall be limited dealt with in accordance with Clauses 5.3 and 5.4), for such Underwritten Shares which have not been taken up and to and shall not exceed the amount of the Underwritten Shares. 6.5 Subject to the fulfilment of the Conditions Precedent, the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares same to the relevant subscribers Underwriter upon such terms and conditions. In such event, the Underwriter shall pay to the Company the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with the terms of the Prospectus Documents. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered 5.3 less any amounts payable to the Underwriter pursuant to Clause 8.1 against delivery by the Company to such Underwriter (or as it may direct as soon direct) of such documentary evidence of entitlement to the relevant Underwritten Shares as is reasonably practicable following receipt by the Company of evidence of settlement of payment of the aggregate Subscription Price as provided in Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes satisfactory to the Company that: (1) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (2) this Agreement constitutes, and any other documents required to be executed by it pursuant to the provisions of this Agreement will, when executed, constitute, valid and binding obligations of it in accordance with their respective terms; and (3) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) that would result in a Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such termsUnderwriter.

OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried The Underwriter agrees to indemnify and hold harmless the City, its respective officers, agents and employees, any persons who sign the Official Statement, the Tax Certificate and the Certificates of the Authority and the City set forth in Sections 8(c)(viii) and (ix) hereof and each person, if any, who controls the City within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (except for the City, collectively referred to as the “Indemnified Parties”) against any and all losses, claims, damages, liabilities and expenses (including those related to a government investigation): (i) arising out of or resulting from any statement or information provided by the Underwriter pursuant for inclusion in the Preliminary Official Statement or in the Official Statement under the caption “UNDERWRITING” that is untrue or incorrect in any material respect or the omission therefrom of any statement or information that is necessary to Clause 5 make the statements related to such information not misleading in any material respect, and (other than ii) to the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request extent of the Company and as its agent and not aggregate amount paid in respect settlement of any litigation commenced or threatened arising from a claim based on any such untrue or incorrect statement or omission, if such settlement is effected with the prior written consent of the Underwriter’s own account, which consent shall not be unreasonably withheld. The City shall not be liable for any settlement of any proceeding in which the City and/or the Indemnified Parties are parties thereto that is effected without its prior written consent. The Underwriter (and any controlling persons agree that they shall not, without the prior written consent of the City and the Indemnified Parties, effect any settlement of any pending or threatened proceeding in relation which the City and/or the Indemnified Parties and/or the Underwriter and the officers, directors, agents and employees of the Underwriter, or controlling persons of the Underwriter, are or could have been a party to Clause 5) any such proceeding, and indemnity could have been sought hereunder by the City and/or the Indemnified Parties, unless such settlement includes an unconditional release of the City and the Indemnified Parties, from all liability on claims that are the subject matter of any such proceeding. In case any claim shall be made or action brought against the City and/or any of the Indemnified Parties based upon the Official Statement for which indemnity may be sought against the Underwriter, as provided above, the City shall promptly notify the Underwriter in writing setting forth the particulars of such claim or action and the Underwriter shall assume the defense thereof, including at their option the retaining of counsel reasonably acceptable to the City and including the payment of all reasonable expenses. The City and the Indemnified Parties shall have the right to retain separate counsel in any such action and to participate in the defense thereof but shall bear the fees and expenses of such counsel unless the Underwriter shall have specifically authorized in writing the retaining of such counsel. If the parties to such suit include the City and/or any of the Indemnified Parties and the Underwriter, and the City and/or the Indemnified Parties have been advised by such counsel that one or more legal defenses may be available to it or them which may not be responsible for any loss or damage available to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by it for such purpose. 6.2 In acting as agent of the Company hereunderUnderwriter, the Underwriter shall comply with all applicable laws and shall not do or omit anything, be entitled to assume the doing or omission of which shall or may cause the Company or any of its directors to be in breach of any applicable laws, and in particular, but without prejudice to the generality defense of the foregoing, shall ensure that all offers made by it of the Rights Shares are made only in compliance with all applicable law and regulation and do not require the registration of the Prospectus Documents or any of them or any other document as a prospectus or otherwise in any jurisdiction other than Hong Kong and Bermuda suit and the Underwriter shall not make or purport to make on behalf pay the reasonable fees and expenses of counsel for the Company any representation or warranty not contained in City and the Prospectus Documents. 6.3 The Company hereby confirms the appointment of the Underwriter as underwriter of the Rights Issue subject to and upon the terms and conditions of this AgreementIndemnified Parties. The Company hereby confirms the appointment remedies provided in this Clause 6.3 confers on the Underwriter all powers, authorities and discretions which Section 11 are necessary for, or incidental to, the performance of its function as underwriter (including the appointment by the Underwriter, of such agents and affiliates as it reasonably deems appropriate). The Company will ratify and confirm all actions which Underwriter lawfully and properly takes pursuant to the appointment. 6.4 For the avoidance of doubt, the obligations of the Underwriter under this Agreement shall be limited to not exclusive and shall not exceed limit any rights or remedies which may otherwise be available to the amount City or any of the Underwritten SharesIndemnified Parties. 6.5 Subject to the fulfilment of the Conditions Precedent, the Company shall duly allot and issue the Rights Shares validly applied for and shall issue certificates for the Rights Shares to the relevant subscribers in accordance with the terms of the Prospectus Documents. 6.6 The Untaken Rights Shares for which the Underwriter will subscribe as provided in Clause 5.4 will be duly allotted and issued and certificates in respect thereof, or evidence that the same has been deposited into investor participant or CCASS participant stock account designated by the Underwriter, will be delivered to the Underwriter or as it may direct as soon as is reasonably practicable following receipt by the Company of evidence of settlement of payment of the aggregate Subscription Price as provided in Clause 5.5 and 5.6, in accordance with Clause 5.7. 6.7 The Underwriter hereby represents, warrants and undertakes to the Company that: (1) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (2) this Agreement constitutes, and any other documents required to be executed by it pursuant to the provisions of this Agreement will, when executed, constitute, valid and binding obligations of it in accordance with their respective terms; and (3) no action has been or will be taken by it directly or indirectly in any jurisdiction (other than Hong Kong) that would result in a Rights Issue and/or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained and all offers of new shares shall be made on such terms.