Common use of Purchaser Warranties Clause in Contracts

Purchaser Warranties. 6.1 Purchaser warrants that Purchase has the legal right to enter into this Agreement, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into and performance by the Purchaser of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not, and will not be after performance of its obligations under this Agreement, insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser and no event has occurred to give the right to enforce such security; 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1) year from the Effective Date, with said Seller Shares not being subject to any lock-up periods. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7. 6.11 Purchaser represents and warrants to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreement.

Purchaser Warranties. 6.1 The Purchaser warrants to the Sellers that Purchase the following statements are true and accurate as at the date of this agreement, and will be true and accurate immediately before Completion: (a) it is validly existing and is a company duly incorporated and registered under the law of its jurisdiction of incorporation; (b) it has the legal right to enter into this Agreementright, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and authority and all other consents, licenses necessary consents and authorizations required to empower it authorisations to enter into and perform its obligations under this Agreement agreement and that each other Acquisition Document to which it is or will be party; (c) this Agreement agreement and each other Acquisition Document to which it is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations on it and will be enforceable against Purchaser in accordance with its termstheir respective terms (assuming that each such Acquisition Document has been properly executed by other parties to it and that their entry into it has been duly authorised); 6.5 Entry (d) the entry into and performance by the Purchaser of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not, and will not be after performance of its obligations under this Agreementagreement and each other Acquisition Document will not: (i) conflict with or breach any provision of its constitutional documents; (ii) breach any agreement or instrument to which it is a party or by which it is bound and which is material in the context of the Acquisition; (iii) conflict with or breach any applicable law or any requirement of any Authority to which it is subject or submits which is material in the context of the Acquisition; or (iv) require the consent, approval or authorisation of any Authority, except for those have been disclosed to the Sellers; (e) it is not insolvent or bankrupt under the Laws law of its jurisdiction of incorporationincorporation or of any jurisdiction in which it carries on business, and it is not unable to pay its debts as they fall due due; (f) no insolvency proceedings have been commenced or applied for, nor has proposed any liquidator, receiver or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings similar officer been appointed, in relation to any compromise it; and (g) no resolution has been passed, proceedings commenced or arrangement with creditors order made for its winding-up or any winding up, bankruptcy other reorganisation or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser and no event has occurred to give the right to enforce such security; 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1) year from the Effective Date, with said Seller Shares not being subject to any lock-up periodsrestructuring. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7. 6.11 Purchaser represents and warrants to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreement.

Purchaser Warranties. 6.1 7.1 The Purchaser warrants to the Seller that Purchase has as at the legal right to enter into date of this Agreement, and that : (a) this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as each of the Effective Date.Transaction Documents which are to be entered into by it pursuant to or otherwise in connection with this Agreement will constitute valid and binding obligations of it in accordance with their respective terms; 6.3 Purchaser (b) it is validly incorporated, in existence and duly registered under the Laws laws of its jurisdiction and has full power to conduct its business as conducted at the date of the Effective Datethis Agreement; 6.4 Purchaser (c) it has obtained all corporate authorizations authorisations and (other than to the extent relevant to the Antitrust Conditions) all other governmental, statutory, regulatory or other consents, licenses licences and authorizations authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect its ability to enter into and that perform its obligations under this Agreement is binding on and enforceable against Purchaser in accordance with its termsAgreement; 6.5 Entry (d) entry into and performance by the Purchaser and each member of the Purchaser Group of this Agreement and/or any Transaction Documents to which it is a party will not not: (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or documents; (ii) (subject, where applicable, to fulfilment of the Antitrust Conditions) result in a breach of any laws or regulations in its jurisdiction of incorporation;incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority; or 6.6 Purchaser (iii) breach any contract, agreement or deed to which it is nota party or by which its assets are bound, and will not be after performance of where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement, Agreement and/or any Transaction Document to which it is a party; (e) neither it nor any of its Subsidiaries is insolvent or bankrupt under the Laws laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser or any of its Subsidiaries and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser or any of its Subsidiaries and no event has occurred to give the right to enforce such security;; and 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1f) year from the Effective Date, with said Seller Shares not being subject to any lock-up periods. 6.9 Purchaser has available cash or available loan facilities and financing commitment letters, which will at Closing provide in immediately available funds the necessary cash resources to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions Share Price and meet its other obligations under this Agreement and the Purchaser is able has made available to satisfy the Seller accurate and complete copies of such financing commitments letters which set out all the conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7thereunder. 6.11 7.2 The Purchaser represents and warrants Warranties set out in clause 7.1 shall be deemed to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or be repeated immediately before Closing by reference to the Software or any of facts and circumstances then existing as if references in the other Assigned Assets, including, without limitation, no such transfer pursuant Purchaser Warranties to the License Agreement, and, date of this Agreement were references to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this AgreementClosing Date.

Purchaser Warranties. 6.1 The Purchaser warrants and represents to the Seller that Purchase as at the date of this Deed and as at the date of Completion: (i) the Purchaser is a company duly incorporated, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation and is in compliance with all laws and regulations to which it is subject, is not in liquidation or receivership, has full power and authority to own its properties and to conduct its business and is lawfully qualified to do business in the legal right jurisdiction in which business is conducted by it; (ii) the Purchaser has full power and authority to subscribe and purchase the Bonds and the rights under the Subscription Agreement and does not require the consent thereto of any other party; (iii) the Purchaser has power to enter into this AgreementDeed, and that this Agreement does not conflict or breach any other agreements it Deed has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning been duly authorised and executed by, and constitutes legally binding and enforceable obligations of, the Purchaser’s company and/or its Officers , and Directors as the purchase of the Effective Date. 6.3 Bonds and the rights under the Subscription Agreement pursuant to this Deed will not cause any breach or violation of any statute, order, rule, regulation or law to which the Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into and performance by the Purchaser of this Agreement will not (i) breach subject nor cause any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 agreement to which the Purchaser is not, a party or by which it is bound and will not be after performance infringe or exceed any limits on, powers of, or restrictions on or the terms of its any contract, obligations under this Agreementor commitment whatsoever of, insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets and/or its boards of directors; and (iv) the Purchaser will comply with all applicable laws and no event has occurred to give the right to enforce such security; 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one regulations (1including stock exchange listing obligations) year from the Effective Date, with said Seller Shares not being subject to any lock-up periods. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7subscription and purchase of the Bonds and the rights under the Subscription Agreement. 6.11 Purchaser represents and warrants to Seller that as 6.2 Each of the Effective Date Purchaser Warranties shall be constructed separately and independently. 6.3 It is acknowledged that the Seller has not granted any sublicense, assignment, conveyance, or other transfer interest as defined entered into this Deed in 17 U.S.C.A. § 101 in or to reliance upon the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this AgreementWarranties.

Purchaser Warranties. 6.1 The Purchaser warrants to the Vendor that Purchase has at the legal right to enter into this Agreement, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into and performance by the Purchaser date of this Agreement will not (iother than clause 5.1.12) breach any provision and at Completion (other than clause 5.1.11): 5.1.1 it is duly incorporated and validly existing under the laws of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser 5.1.2 it is not, solvent and the payment to the Vendor of the consideration payable by it pursuant to clause 2 of this Agreement in respect of the Shares will not be after performance of its obligations under this Agreement, render it insolvent or bankrupt under the Laws of its jurisdiction of incorporation, and unable to pay its debts as they fall due due; 5.1.3 it has power to enter into this Agreement and each of the Transaction Documents to which it is party and to perform the obligations expressed in any such document to be assumed by it and such obligations constitute legal obligations which are valid and binding on it in accordance with the terms of such document and it has taken all necessary corporate action to authorise the execution, sealing (where required), delivery and performance of this Agreement and each of the Transaction Documents to which it is party; 5.1.4 this Agreement has been duly and properly executed by it and duly delivered as required by law; 5.1.5 none of the execution, delivery or has proposed performance of the terms of this Agreement infringes any provisions of: (1) any law or is liable to any arrangement (whether by court process or otherwise) under which its creditors (regulation or any group order or decree of themany authority, agency or court binding on it; (2) would receive less than its memorandum and articles of association and other constitutional documents; or (3) any loan stock, bond, debenture or other deed, mortgage, contract, agreement, arrangement or other undertaking or instrument to which it is party or by which it is bound; 5.1.6 save as set out in this Agreement, the amounts due to them. There are entering into or performance of its obligations under the Transaction Documents requires no proceedings in relation to consent, approval, order or authorisation of, or registration, declaration or filing with, or notice to, any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser governmental entity and no events have occurred which would justify such proceedings. No steps have been taken announcements, consultations, notices, reports or filings are required to enforce any security over any assets of be made in connection with the Purchaser and no event has occurred to give transactions contemplated by the right to enforce such securityTransaction Documents; 6.7 5.1.7 in acquiring the Shares, the Purchaser is acting as principal for its own account and not as agent, broker or agent nominee for any other person; 5.1.8 it is not contemplating or in relation the process of formulating any Warranty Claim or Tax Warranty Claim; and 5.1.9 as at the date of this Agreement, no government or governmental, quasi-governmental, supranational or state agency or regulatory body or trade union or court, tribunal or arbitrator, or any other person in any jurisdiction has: (1) instituted or threatened any action, suit or investigation to restrain, prohibit or otherwise challenge or interfere with the transaction proposed under this Agreement or any part thereof; (2) threatened to take any action as a result or in anticipation of the implementation of such transaction or any part thereof; or (3) enacted any statute or regulation or rule or given any ruling or judgement which would prohibit, materially restrict or materially delay implementation of such transaction, nor, so far as the Purchaser is aware, is there any other fact, reason or circumstance which would prevent the Purchaser from consummating the transaction contemplated in this Agreement; 6.8 The Seller 5.1.10 the Purchaser will, at Completion, have available to it sufficient cash resources to enable it to pay the Initial Purchase Price for the Shares paid by as set out in clause 2.3(1) of this Agreement; and 5.1.11 so far as the Purchaser to Seller shall be fully paidis aware, non-assessable, without restriction, and shall it is not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1) year from the Effective Date, with said Seller Shares not being subject to any lock-up periods.requirement of law to withhold or deduct any amount from the consideration for the Shares paid pursuant to clause 2 of this Agreement (but, for the avoidance of doubt, not in respect of any Purchase Price Locked Box Fee payable under clause 3.18 or any payment which is treated as an adjustment to the consideration) for or on account of Tax; 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and 5.1.12 the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing;resident for corporate income tax purposes solely in the United Kingdom; and 6.10 Purchaser 5.1.13 MBNL is not aware an ICTA Affiliate of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7Three UK. 6.11 Purchaser represents and warrants to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreement.

Purchaser Warranties. 6.1 16.1 In connection with this Agreement the Purchaser warrants to the Vendor and the Corporation and CDT UK that Purchase has each of the legal right Purchaser Warranties hereunder is true and accurate in all material respects and not misleading at the date of First Closing. Save where otherwise stated, the Purchaser Warranties shall be deemed repeated at the time of the Second Closing (except 16.4 unless and to enter into the extent that this is necessary to be given for the purpose of compliance with applicable US securities legislation and regulations, 16.7, 16.8 and 16.9). Each of the Purchaser Warranties is a separate and independent warranty and shall not be limited by reference to any other warranty in this Agreement. THE PURCHASER WARRANTIES ARE AS FOLLOWS 16.2 The Purchaser is duly organized, and that this Agreement does not conflict or breach any other agreements it has with any other partiesvalidly existing under the laws of Japan. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated16.3 The execution, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against it in accordance with its terms. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not not, with or without the giving of notice or lapse of time, or both, (i) breach violate any provision of its memorandum and articles of associationlaw, by-laws rule or equivalent constitutional documents or regulation to which the Purchaser is subject; (ii) violate any order, judgment or decree applicable to the Purchaser (iii) result in a breach or default under the Certificate of any Incorporation or By-laws or regulations in its jurisdiction other organisational documents of incorporation;the Purchaser. 6.6 16.4 The Stock and the Preferred Stock is being acquired by the Purchaser is notfor the Purchaser’s own account, not as nominee or agent, and will not be after performance with a view to the resale or distribution. The Purchaser has no present intention of its obligations under this Agreementselling, insolvent granting any participation in, or bankrupt under otherwise distributing the Laws of its jurisdiction of incorporationsame. The Purchaser does not have any contract, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise undertaking, agreement or arrangement with creditors any person to sell, transfer or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets grant participations in respect of the Purchaser Stock or the Preferred Stock to any third party. The Purchaser, either alone or with its professional advisors, is capable of evaluating the merits and no event risks of its investment in the Corporation and has occurred the capacity to give the right to enforce such security; 6.7 Purchaser is acting as principal for protect its own account interests in connection with any future purchases of the Preferred Stock. 16.5 The Purchaser has received all the information that it considers reasonably necessary or appropriate for deciding whether to purchase the Stock and not as broker whether to enter into this Agreement (and the other agreements referred to in it). 16.6 The Purchaser has had the opportunity to ask questions and receive answers from the Vendor and the Corporation regarding the business and financial condition of the Corporation and to obtain additional information necessary to verify the accuracy of any information provided to it. However this in no way limits any representation or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering warrant made by Purchaser for a period of one (1) year the Vendor, CDT UK or the Corporation or exonerates either party from any inaccuracy in any information provided to the Effective Date, with said Seller Shares not being subject to any lock-up periodsPurchaser. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 16.7 The Purchaser is not aware of any misrepresentation by breach of the Vendor Warranties or on behalf of Seller in connection with the transaction Corporation Warranties or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7the CDT UK Warranties. 6.11 16.8 The Purchaser represents and warrants is not a party to Seller any material litigation, arbitration or administrative proceedings. No governmental or official investigation or inquiry concerning the Purchaser is in progress or pending (pending meaning that as of the Effective Date Purchaser a suit has not granted any sublicensebeen filed). 16.9 No order has been made, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, andpetition presented or, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any best knowledge of the other Assigned AssetsPurchaser, then such sublicense, assignment, conveyance, or other transfer interest will constitute meeting convened for the purpose of considering any resolution for an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreementinsolvency process affecting the Purchaser.

Purchaser Warranties. 6.1 8.1 Subject to Clause 8.7, the Purchaser represents, warrants and undertakes to the Vendor and the Guarantor and their respective successors and assigns that Purchase has the legal right Purchaser Warranties are true and accurate in all material aspects on the date of this Agreement and will continue to enter be so on up to and including the Completion Date with reference to the facts and circumstances from time to time applying. 8.2 The Purchaser agrees that the Vendor and the Guarantor may treat each of the Purchaser Warranties as a condition of this Agreement. 8.3 The Purchaser shall indemnify and keep fully and effectively indemnified the Vendor and the Guarantor on demand from and against all losses, costs and expenses which may be incurred by them or any of them in connection with any breach of any of the Purchaser Warranties or their successfully enforcing any claim for any such breach. 8.4 The following provisions shall apply to all claims for damages for a breach of the Purchaser: (1) if this Agreement is terminated prior to Completion, the maximum liabilities of the Purchaser shall be limited to the amount of the Vendor and the Guarantor’s costs and expenses in the negotiation, entering into of this Agreement, the termination of this Agreement, and that this Agreement does related expenses, up to a maximum of HK$300,000; (2) the provisions of sub-Clause (1) shall not conflict or apply to any breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws Warranties or concealment of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into and performance by the Purchaser of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws Purchaser Warranty arising out of any dishonest or regulations deliberate act of the Purchaser; and (3) the Purchaser shall be under no liability in its jurisdiction respect of incorporation;a breach of any of the Purchaser Warranties or to indemnify pursuant to this Agreement unless the Purchaser shall have received written notice from the Vendor and the Guarantor prior to the date falling on the sixth anniversary of the Completion Date in respect of the Purchaser Warranties or the indemnity as aforesaid giving full details of the relevant claim and any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived at the expiration of three (3) months after the sixth anniversary of the Completion Date unless proceedings in respect thereof shall then have been commenced against the Purchaser. 6.6 Purchaser 8.5 The indemnity provided for under Clause 8.4 is not, and will not be after performance of its obligations under this Agreement, insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable without prejudice to any arrangement (whether by court process or otherwise) under which its creditors (or any group other rights and remedies of them) would receive less than the amounts due to them. There are no proceedings Vendor and the Guarantor in relation to any compromise or arrangement with creditors or breach of any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser Warranties and all other rights and remedies are expressly reserved to the Vendor and the Guarantor. 8.6 Each of the Purchaser Warranties is without prejudice to any other Purchaser Warranty or other agreements or indemnities entered into between the parties or any of them and, except where expressly stated otherwise, no event has occurred provision contained in this Agreement or other agreements or indemnities shall govern or limit the extent or application of any other provision of this Agreement or such other agreements. 8.7 All of the Purchaser Warranties are deemed to give be qualified by the right Purchaser’s filings with the Securities and Exchange Commission of the US published up to enforce such security; 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to the date of this Agreement;. 6.8 The Seller Shares paid 8.8 No claim by Purchaser to Seller the Vendor or the Guarantor shall be fully paidprejudiced, non-assessablenor shall the amount of any claim by them be reduced, without restrictionin consequence of any information relating to the Purchaser or its affairs which may at any time have come to the knowledge of any of the Vendor or the Guarantor, and it shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1) year from the Effective Date, with said Seller Shares not being subject defence to any lock-up periodsclaim against the Purchaser that any of the Vendor or the Guarantor knew or ought to have known or had constructive knowledge or any information relating to the circumstance giving rise to such claim, subject, in each case, to Clause 8.7. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay 8.9 The rights and remedies of the Consideration and, in the case of loan facilities, they involve no material pre-conditions Vendor and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware Guarantor in respect of any misrepresentation breach of the Purchaser Warranties shall not be affected by investigations made by or on behalf of Seller in connection with them into the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7affairs of the Purchaser. 6.11 8.10 The Purchaser represents and warrants to Seller that Warranties shall survive Completion insofar as of the Effective Date Purchaser has same are not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreementfully performed on Completion.

Purchaser Warranties. 6.1 Purchaser warrants that Purchase has the legal right to enter into this Agreement, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Effective Date; 6.4 Purchaser has obtained all corporate authorizations and all other consents, licenses and authorizations required to empower it to enter into and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance with its terms; 6.5 Entry into and performance by the Purchaser of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not, not and will not be after performance of its obligations under this Agreement, insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser and no event has occurred to give the right to enforce such security; 6.7 Purchaser is acting as principal for its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (1) year from the Effective Date, with said Seller Shares not being subject to any lock-up periods. 6.9 Purchaser has available cash or available loan facilities immediately available funds to pay the Consideration and, in the case of loan facilities, they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or prior to Closing; 6.10 Purchaser is not aware of any misrepresentation by or on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7. 6.11 Purchaser represents and warrants to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Agreement.

Purchaser Warranties. 6.1 The Purchaser represents and warrants to each Vendor that Purchase each of the following representations is true and accurate as at the Operative Date and will be so at Completion: (a) it has the legal right full power and authority, including board approval, to enter into this AgreementAgreement and the other Transaction Documents to which it is a party and has taken all necessary action to authorise the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in accordance with their terms; (b) this Agreement constitutes, and that at Completion, each of the other Transaction Documents to which the Purchaser is a party will constitute, a legally valid and binding obligation of the Purchaser, enforceable in accordance with its terms and the Purchaser has the requisite capacity to perform all of its obligations under each of the Transaction Documents to which it is a party by the times specified in such Transaction Documents; (c) the execution, delivery and performance of each of the Transaction Documents to which the Purchaser is a party will not violate any provision of: (i) the articles of incorporation or code of regulations of the Purchaser; or (ii) any Encumbrance or other document which is binding on the Purchaser; or (iii) any Laws; (d) the issue of the Completion Shares in accordance with this Agreement does not conflict require the approval of the Purchaser’s shareholders; (e) the Purchaser has made all filings with, and has obtained all consents from, third parties and Governmental Agencies required in connection with the transactions contemplated hereby; (f) based on the representations and warranties provided in various of the Transaction Documents, Purchaser has complied in all material respects with all rules of the SEC including all rules associated with the issue of the Completion Shares in accordance with this document and the other Transaction Documents; (g) the authorized capital stock of the Purchaser consists of: (i) 25,000,000 shares of common stock, without par value, and (ii) 1,000,000 shares of preferred stock, without par value. As of October 31, 2007: (i) 10,142,887 shares of Common Stock were issued and outstanding, excluding 29,000 shares of Common Stock that were issued and held by the Purchaser in its treasury; and (ii) zero shares of Preferred Stock were issued and outstanding. All of the outstanding shares of capital stock of the Purchaser are duly authorized, validly issued, fully paid and non-assessable; (h) as of the close of business on December 31, 2007: (i) 121,500 shares of Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under the Purchaser’s 1998 Non-Employee Director Stock Option Plan of Multi-Color Corporation, as amended or breach supplemented from time to time; (ii) 37,688 shares of Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under the 1999 Long-Term Incentive Plan of Multi-Color Corporation, as amended or supplemented from time to time; (iii) 43,538 shares of Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under the Purchaser’s 2003 Stock Option Plan, as amended or supplemented from time to time; and (iv) 276,685 shares of Common Stock are subject to issuance pursuant to outstanding options to purchase Common Stock under the Purchaser’s 2006 Director Equity Incentive Plan, as amended or supplemented from time to time. All shares of Common Stock subject to issuance under the plans set forth above, when issued upon the terms and subject to the conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Other than as set forth above, the Purchaser has not granted any option, convertible note, warrant or other agreements security convertible into shares or other right over the issued or unissued capital of Multi-Color; (i) the Purchaser has taken all action and done all things necessary to validly issue the Completion Shares in accordance with this Agreement and as contemplated by the Transaction Documents; (j) the Completion Shares to be issued by the Purchaser pursuant to this Agreement and as contemplated in the Transaction Documents are duly authorized and, upon issuance in accordance with the terms of this Agreement and the other Transaction Documents, will be validly issued, fully paid and non-assessable, free and clear from all Taxes and Encumbrances created by the Purchaser, will not be subject to pre-emptive rights or other similar rights of stockholders of the Purchaser; (k) the Purchaser is duly incorporated, validly existing and in good standing under the laws of the State of Ohio, and in good standing in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorisation, except where the failure to be so qualified, authorized or in good standing would not have a material adverse effect on the Purchaser; (l) has full corporate power to own its properties, assets and businesses and to carry on the businesses it has with any other parties.conducts; 6.2 Purchaser warrants that (m) there are no existing actions, claims, proceedings or investigations pending lawsuits concerning or threatened against the Purchaser or any person which may have a material effect on the Purchaser’s company and/or ability to perform it obligations in accordance with this Agreement; (n) it has, to the best of Purchaser’s knowledge, information and belief, at all relevant times conducted its Officers and Directors as of business in accordance with all applicable laws, except where the Effective Date.failure to do would not have a material adverse effect on the Purchaser; 6.3 Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and (o) it has full power obtained all Authorisations necessary or required to conduct its business as currently conducted and has paid all fees due in relation to them and complied with all the conditions under them, or it has been granted an exemption from or other relief from a Governmental Agency from the need for such Authorisations, in each case, except to the extent the failure to do so would not have a material adverse effect on Purchaser; (p) no order has been made, proceedings commenced or resolutions passed for the winding up of the Effective DatePurchaser. No voluntary arrangement has been reached with any creditors of the Purchaser. No receiver, receiver and manager, administrator, provisional liquidator or liquidator or any similar body has been appointed in relation to the assets of the Purchaser; 6.4 (q) the Purchaser has obtained filed all corporate authorizations required registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and other documents (including exhibits and all other consents, licenses and authorizations information incorporated by reference) required to empower be filed by it with the SEC since January 1, 2005. All such required registration statements, prospectuses, proxy statements, reports, schedules, forms, statements and other documents, as amended, are referred to enter into as the “Purchaser SEC Reports.” As of their respective dates and perform its obligations under this Agreement and that this Agreement is binding on and enforceable against Purchaser in accordance giving effect to any amendments or supplements thereto filed with its terms; 6.5 Entry into and performance by the Purchaser SEC prior to the date of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not, and will not be after performance of its obligations under this Agreement, insolvent the Purchaser SEC Reports were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act applicable to such Purchaser SEC Reports. The Purchaser is not required to file any forms, reports, schedules, statements or bankrupt other documents with any non-U.S. Governmental Agency that performs a similar function to that of the SEC or any non-U.S. securities exchange or quotation service. No subsidiary of the Purchaser is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Agency that performs a similar function to that of the SEC or any securities exchange or quotation service. With respect to Purchaser and its current Affiliates, the Purchaser has established and maintained proper disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Laws Exchange Act) designed to ensure that material information required to be included in the Purchaser SEC Reports is known to the officers of its jurisdiction of incorporationthe Purchaser responsible for preparing, unable and certifying as to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to themaccuracy of, the Purchaser SEC Reports. There are no proceedings in relation outstanding loans made by the Purchaser or any of its subsidiaries to any compromise executive officer (as defined in Rule 3b-7 under the Exchange Act) or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets director of the Purchaser and no event has occurred to give the right to enforce such security; 6.7 Purchaser is acting as principal for or any of its own account and not as broker or agent in relation to this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restrictionsubsidiaries, and shall not be subject since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Purchaser nor any of its subsidiaries has made any loans to offset, discounts any executive officer or adjustment; The Seller Shares shall also have full piggy back registration rights for director of the Purchaser or any offering made by of its subsidiaries. Except as set forth in the Purchaser for a period of one (1) year from SEC Reports filed prior to the Effective Operative Date, there are no related party transactions or off-balance sheet structures or transactions with said Seller Shares not being subject respect to the Purchaser or any of its subsidiaries that would be required to be reported or set forth in such Purchaser SEC Reports; and (r) each of the Purchaser’s consolidated financial statements (including any related notes thereto) contained in the Purchaser SEC Reports (after giving effect to any lock-up periods. 6.9 amendments or supplements thereto filed prior to the Operative Date) (the “Purchaser has available cash or available loan facilities immediately available funds to pay Financials”): (i) complied in all material respects with the Consideration andthen applicable accounting requirements and rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of loan facilitiesunaudited interim financial statements, they involve no as may be permitted by the SEC on Form 10-Q or 8-K); and (iii) fairly presented in all material pre-conditions respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of Purchaser’s operations, stockholders equity and cash flows for the periods indicated. The September 30, 2007 balance sheet of the Purchaser contained in the Purchaser SEC Report is able referred to satisfy all conditions of drawdown to such loan facilities at or as the “Purchaser Balance Sheet.” Except as disclosed in the Purchaser Financials filed with the SEC prior to Closing; 6.10 Completion, neither the Purchaser is not aware nor any of its subsidiaries has any misrepresentation by or on behalf of Seller in connection with Liabilities, except for Liabilities incurred: (i) since the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7. 6.11 Purchaser represents and warrants to Seller that as date of the Effective Date Purchaser has not granted any sublicenseBalance Sheet in the ordinary course of business consistent with past practice (none of which are or will be material, assignment, conveyance, either individually or other transfer interest as defined in 17 U.S.C.A. § 101 in the aggregate) and Liabilities incurred pursuant to this Agreement or the transactions contemplated hereby; and (ii) with respect to the Software or any of transactions contemplated by this Agreement and the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and, to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and obligations of Seller under this Senior Credit Agreement.