Common use of Purchaser’s Warranties Clause in Contracts

Purchaser’s Warranties. 9.1 The Purchaser warrants to the Seller that: (a) the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation; (b) the Purchaser has the requisite power and authority to enter into and to perform each Transaction Document to which it is a party; (c) each Transaction Document to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation of the Purchaser; (d) compliance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this Agreement.

Purchaser’s Warranties. 9.1 The Purchaser represents and warrants to the Seller that: (a) it has the Purchaser power to execute and deliver this agreement, and each of the other Transaction Documents to which it is validly incorporatedor will be a party, in existence and duly registered to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the laws performance of its jurisdiction of incorporationsuch obligations; (b) this agreement constitutes, and each of the Purchaser has the requisite power and authority to enter into and to perform each other Transaction Document Documents to which it is or will be a partyparty will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with its terms; (c) each Transaction Document all authorisations from, and notices or filings with, any governmental or other authority that are necessary to be entered into by enable the Purchaser constitutes or willto execute, when executed, constitute, a legally valid deliver and binding obligation perform its obligations under this agreement and each of the Purchaserother Transaction Documents to which it is or will be a party have been obtained or made (as the case may be); (d) compliance with the terms of each Transaction Document does not Consideration Shares will be legally and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction validly issued and shall be free of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementEncumbrance; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required a corporation duly organized and validly existing under the laws of the Netherlands and has all requisite corporate power to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both own its properties and carry on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than its business as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementnow being conducted; (f) as of the Signing Datethere is no claim, there are no outstanding proceedings action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging which questions the valid execution, delivery or seeking to restrain performance by the Purchaser of its obligations under this agreement or prohibit any of the transactions other documents referred to herein, or the consummation by the Purchaser of the transaction contemplated by this Agreement or any other Transaction Documenthereby; and (g) neither the execution of this agreement by the Purchaser nor the consummation or performance of the contemplated transaction by the Purchaser will have access give any person the right to sufficient funds on prevent, delay, or otherwise interfere with the Completion Date to enable it contemplated transaction pursuant to: (i) any provision of the Purchaser’s organizational documents; (ii) any resolution adopted by the board of directors or the shareholders of the Purchaser; (iii) any legal requirement or order to which the Purchaser Designee may be subject; or (iv) any contract to pay which the amounts set forth in Section 2.3 of this AgreementPurchaser is a party or by which the Purchaser may be bound.

Purchaser’s Warranties. 9.1 The Purchaser warrants to the Seller thatVendor that each of the following statements is true and accurate and not misleading as at the date hereof and will be so on the Completion Date as if immediately repeated before Completion: (a) the Purchaser is a company duly incorporated and validly incorporated, in existence and duly registered existing under the laws of its jurisdiction place of incorporation; (b) the Purchaser incorporation and has the requisite power and authority to enter into and perform this Agreement and has obtained all necessary consents and authorisations to perform each Transaction Document enable it to which it is a partydo so; (b) this Agreement constitutes valid, legal and binding obligations on the Purchaser in accordance with its terms; (c) each Transaction Document to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation of the Purchaser; (d) compliance with the terms of each Transaction Document does this Agreement shall not and will not conflict with breach or constitute a default or a breach under any provision ofof the following: (i) the certificate of incorporation any order, judgment or by-laws of decree applicable to the Purchaser; or; (ii) any Applicable Law, writ, order, judgment, award, injunction, decree, ordinance, law rule or regulation or any other restriction of any kind or character by which the Purchaser is bound or submitsregulation; orand (iii) any agreement, instrument or contract to which provision of its constitution; (d) the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate Associates and advisors) do not have any knowledge of any matter which would constitute a breach of any of the transactions contemplated by Vendor Warranties, except for any actual or potential breach of the Vendor Warranties which are Disclosed in the Disclosure Material or in this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required has had the opportunity prior to obtain any consent or approval of, or give any notice the signing of this Agreement to or make any registration with, any Governmental Authority which conduct due diligence on the Group Companies and their business and has not been obtained or made at independently determined to enter into this Agreement without the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason benefit of any misrepresentation inducements, representations or misstatement), other than warranties from the Vendor or its agents save as would not, individually or expressly set out in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;; and (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on has received and reviewed the Completion Date to enable it or Disclosure Material (except as at the Purchaser Designee to pay the amounts set forth in Section 2.3 signing of this Agreement, the Completion Disclosure Letter), and has accessed and reviewed the documents in the Data Room.

Purchaser’s Warranties. 9.1 7.1 The Purchaser hereby represents and warrants to the Seller thatand OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (ai) the The Purchaser is wholly owned and controlled ultimately by Xx Xx Xx-xxxxx and is a corporation duly organised, validly incorporated, existing and in existence and duly registered good standing under the laws of its jurisdiction of incorporation;the British Virgin Islands. (bii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the requisite corporate power and authority to enter into execute, deliver and to perform its obligations under and consummate the transactions contemplated by each of the Transaction Document Documents to which it is a party; (c) each Transaction Document party and the other instruments and agreements to be entered into executed and delivered by the Purchaser constitutes or will, when executed, constitute, a legally valid as contemplated hereby and binding obligation thereby. (iv) The entry into and performance of the Purchaser; (d) compliance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which it the Purchaser is bound; other than, in or (C) any Law applicable to the case Purchaser; 7.2 Each of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to consummate the transactions contemplated any other Purchaser’s Warranty or by anything in this Agreement;. (e) except as needed to satisfy 7.3 The Purchaser acknowledges that the Competition Condition, Seller and OTH are entering into this Agreement on the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis of and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in reliance upon representations in the aggregate, have a material adverse effect on terms of the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this AgreementWarranties.

Purchaser’s Warranties. 9.1 5.1 The Purchaser represents, warrants and undertakes to the Seller thatSeller, who bases its decision to sell the Shares to the Purchaser on said representations, warranties and undertakings, as follows: (a) The Purchaser has the Purchaser is validly incorporated, in existence capacity and duly registered under power to execute this Agreement and to purchase the laws of its jurisdiction of incorporation;Shares. (b) The execution of this Agreement and the Purchaser has the requisite power and authority to enter into and to perform each Transaction Document to which it is a party; (c) each Transaction Document to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation performance of the Purchaser; (d) compliance with the terms of each Transaction Document does transactions contemplated therein do not and will not conflict with or constitute a default or a breach under violate any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any orderagreement, judgmentobligation, awardlaw, regulation, rule, covenant, judgement, injunction, decreeorder, ordinance, law decree or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract permits to which the Purchaser is a party subject or by which it party. (c) The Purchaser is bound; other thanfully aware, in the case general, of the foregoing subclauses financial, operational and other conditions of the Companies and, in particular, of the state of the assets, liabilities and working capital of the Companies (iiwhich require short and long term funding to solve potential liquidity and existing solvency issues). Without prejudice to the foregoing, on Completion Date, the Companies will have paid all their debts on their due date and none of the Companies’ outstanding credit arrangements will have been formally terminated. (d) The Purchaser explicitly agrees to purchase the Companies in their current state, with all possible hidden or apparent liabilities, overvaluations and (iii)other potential risks. The Purchaser did not base his decision to purchase the Shares, as would notand does not rely, individually on any representation, warranty or in other declaration by the aggregateSeller, have a material adverse effect its affiliates, directors, officers, employees, representatives, advisors or any other persons acting on the PurchaserSeller’s ability to consummate the transactions contemplated by this Agreement;behalf. (e) except Other than as needed to satisfy results from the Competition ConditionTransaction Bonus Agreement of 14 April 2008 (as amended) between Cherokee International Corporation and the Purchaser, neither the Seller, nor its affiliates, nor any of their directors, officers, employees, representatives, advisors or any other persons acting on their behalf, owe any amounts to, or have any obligation towards, the Purchaser is not required to obtain or the Companies and there are no agreements or arrangements in place that could form the basis for any consent such debts or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or obligations in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;future. (f) Neither the Seller, nor its affiliates, nor any of their directors, officers, employees, representatives, advisors or any other persons acting on their behalf, are, or will be in the future, liable (jointly, as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging guarantor or seeking to restrain or prohibit on any other basis) for any of the transactions contemplated by this Agreement debts, liabilities, payables, undertakings or other obligations of any of the Companies and neither the Purchaser nor any of the Companies has made, or will make, any representation to the contrary to any third party, PROVIDED HOWEVER THAT the Purchaser does not hold harmless the Seller, its affiliates, any of their directors, officers, employees, representatives, advisors or any persons acting on their behalf, in the event a court determines that any of the aforementioned are to be held liable or incur other Transaction Document; andobligations as a result of claims brought by third parties. The Purchaser is not aware of any facts or circumstances that could serve as a basis for a third party to raise a claim against the Seller its affiliates, any of their directors, officers, employees, representatives, advisors or any persons acting on their behalf under applicable company, criminal or civil law. (g) Parties explicitly waive the Purchaser will have access to sufficient funds on application of section 1162 of the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this AgreementCivil Code.

Purchaser’s Warranties. 9.1 The Each Purchaser warrants to the Seller Sellers that, as at the date hereof: (a) the each Purchaser has been duly incorporated or formed and is validly incorporated, in existence and duly registered existing under the laws of its jurisdiction place of incorporationincorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement; (b) each Purchaser is not insolvent or unable to pay its debts under applicable insolvency laws nor has it stopped paying debts as they fall due. No moratorium has been obtained nor any order been made, petition presented or resolution passed for the winding-up of any Purchaser. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of any Purchaser or all or any of their assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any Purchaser; (c) each Purchaser and each other relevant member of the requisite Purchasers’ Group has full power and authority to enter into and to perform this Agreement and each other Transaction Document to which it is a party; party (c) together, for the purposes of this Clause 13.1, the “Documents”), each Transaction Document to be entered into by the Purchaser of which is valid and legally binding and constitutes or will, (when executed, constitute, a legally ) valid and legally binding obligation obligations on it in accordance with the Documents’ respective terms. The execution, delivery and performance by, respectively, each Purchaser and each other relevant member of the Purchaser; (d) compliance with Purchasers’ Group of the terms of each Transaction Document does not and Documents will not conflict with constitute a breach of any laws or regulations in any relevant jurisdiction or result in a breach of or constitute a default or a breach otherwise be prohibited under any provision of: (i) the certificate any provision of incorporation or its articles of association, by-laws of the Purchaseror equivalent constitutional documents; or (ii) any order, judgment, award, injunction, decree, ordinance, law decree or regulation or any other restriction decision of any kind court or character by which the Purchaser is bound governmental authority in any jurisdiction; or submits; or (iii) any agreement, agreement or instrument or contract to which a member of the Purchaser Purchasers’ Group is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (gd) the execution, delivery and performance by each Purchaser will have access to sufficient funds on of their obligations under the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth Documents are enforceable in Section 2.3 of this Agreementaccordance with their terms.

Purchaser’s Warranties. 9.1 The Purchaser represents and warrants to the Seller that, as of the date of this Agreement: 9.4.1 the following statements are true and accurate: (a) the Purchaser is validly incorporated, in existence existing and duly registered organised under the laws Laws of its jurisdiction of incorporationorganisation; (b) no public announcements, notices, reports or filings are required to be made by the Purchaser in relation to the Transaction, other than (i) the filing of a Form 8-K (in conjunction with any subsequent securities filings) with the US Securities and Exchange Commission, which will include certain information regarding the Transaction and will not include certain items deemed confidential, (ii) a press release and (iii) customer and employee communication; (c) the Purchaser has the requisite full power and authority to enter into and to perform each Transaction Document to which it is a party; (c) each Transaction Document this Agreement and any other documents to be entered into executed by the Purchaser constitutes pursuant to or willin connection with this Agreement, which, when executed, constitute, a legally will constitute valid and binding obligation obligations of the PurchaserPurchaser in accordance with their respective terms; (d) compliance with the terms of each Transaction Document does Purchaser is not and will not conflict with subject to a voluntary or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any involuntary liquidation, administration order, judgment, award, injunction, decree, ordinance, law or regulation suspension of payments or any other restriction of insolvency proceeding in any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementjurisdiction; (e) except as needed to satisfy the Competition Condition, the Purchaser is not has taken or will have taken by Closing all corporate action required by it to obtain authorise it to enter into and to perform this Agreement and any consent or approval of, or give any notice documents to be executed by it pursuant to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by connection with this Agreement;; and (f) as of at the Signing Daterelevant time for payment, there are no outstanding proceedings pending or, Purchaser will be able to pay the knowledge of Purchase Price from its existing banking facilities and available cash; 9.4.2 it has carefully reviewed all written information provided in connection with the Purchaser, threatened against due diligence investigation and the Purchaser, challenging or seeking to restrain or prohibit any of documents in the transactions contemplated by this Agreement or any other Transaction DocumentData Room; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it 9.4.3 no senior executive or manager of any member or the Purchaser Designee to pay the amounts set forth in Section 2.3 Purchaser's Group is aware of this Agreement.any

Purchaser’s Warranties. 9.1 5.2.1 The Purchaser hereby warrants and undertakes to the Seller thatVendor the following are true, fair and accurate in all respects at the Completion Date, to the best of his knowledge, information and belief, not misleading: (a) the Purchaser he is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporationnot a bankrupt; (b) the Purchaser he has the requisite full power and authority to enter into this Agreement and to perform each Transaction Document to which it is a partyhis obligations herein; (c) each Transaction Document to be entered into the execution and delivery of this Agreement and performance of the obligations contained herein by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation of the Purchaser; (d) compliance with the terms of each Transaction Document does not and will not conflict with violate any applicable laws or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract documents to which the Purchaser is a party or by which it is bound; other thanand (d) the Purchaser is in compliance with all anti-money laundering laws and regulations that are in force and has not violated any anti-money laundering laws and regulations and no action, suit or proceeding by or before any court, governmental authority, body or otherwise involving the Purchaser with respect to anti-money laundering laws and regulations is pending or threatened. 5.2.2 The Purchaser acknowledges and agrees that the Vendor has entered into this Agreement in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect reliance on the Purchaser’s ability Warranties. Each of the Purchaser’s Warranties is separate and is to consummate be construed independently of the transactions contemplated others. 5.2.3 Notwithstanding Completion, the Purchaser’s Warranties, indemnities and undertakings given by this Agreement;the Purchaser shall continue thereafter to subsist for so long as may be necessary for the purpose of giving effect to each and every clause in accordance with the terms thereof. (e) except as needed to satisfy 5.2.4 In the Competition Conditionevent the Purchaser become aware of any event which occurs or matter which arises which results or may result in any of the Purchaser’s Warranties being untrue or incorrect, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at shall immediately notify the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or Vendor in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this Agreementwriting fully thereof.

Purchaser’s Warranties. 9.1 (A) The Purchaser warrants to the Seller that: (a) the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation; (bi) the Purchaser has the requisite power and authority to enter into and perform this Agreement and the other documents which are to perform each Transaction Document to which it is a partybe executed by the Purchaser at Completion (the "Completion Documents"); (cii) each Transaction Document this Agreement constitutes and the Completion Documents to be entered into which the Purchaser is a party will, when executed by the Purchaser, constitute binding obligations of the Purchaser in accordance with their respective terms; (iii) the execution and delivery of, and the performance by the Purchaser constitutes or willof its obligations under, when executed, constitute, a legally valid this Agreement and binding obligation of the Purchaser; (d) compliance with the terms of each Transaction Document does not and Completion Documents will not conflict with or constitute a default or a breach under any provision ofnot: (ia) result in a breach of any provision of the certificate memorandum or articles of incorporation association or by-laws of the Purchaser; or; (iib) result in a breach of, or constitute a default under, any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it the Purchaser is bound; other than, bound and which is material in the case context of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (ec) except as needed result in a breach of any order, judgment or decree of any court or Governmental Entity to satisfy the Competition Condition, which the Purchaser is not required a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or (d) require the Purchaser to obtain any consent Consent or approval of, or give any notice to or make any registration with, any Governmental Authority Entity or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (fiv) as the Purchaser has or on the Completion Date will have available sufficient cash or other sources of immediately available funds or irrevocable cash commitments to meet its obligations under this Agreement and the Signing Date, there are no outstanding proceedings pending or, to Completion Documents (assuming that the knowledge Seller is not in breach of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Documentits obligations thereunder); and (gv) the Purchaser will have access is not aware at the date of this Agreement of any fact matter or circumstance which would, or is reasonably likely to, give rise to sufficient funds on a claim under this Agreement or under the Completion Date to enable it or Tax Covenant and for the purpose of this clause the Purchaser Designee shall be deemed to pay the amounts set forth in Section 2.3 be aware of this Agreementanything Xxxxx Xxxxxxx and Xxxx Xxxxxxx has actual knowledge.

Purchaser’s Warranties. 9.1 The Purchaser hereby represents and warrants and undertakes to the Seller that:Vendor as follows: - (a) that the Purchaser is validly incorporatednot aware of any litigation, arbitration or administration proceedings presently current, pending or threatened against the Purchaser as the case may be, which may affect in existence and duly registered any way the Purchaser’s ability to perform its obligations under this Agreement or frustrate the laws completion of its jurisdiction of incorporationthe transaction hereunder; (b) that there is no winding up proceeding been initiated or pending against the Purchaser has the requisite power and authority to enter into and to perform each Transaction Document to which it is a partyPurchaser; (c) each Transaction Document to be entered into by the Purchaser constitutes or willhas the legal and beneficial right and full power to execute, when executed, constitute, a legally valid deliver and binding obligation perform the terms and conditions of the Purchaserthis Agreement; (d) compliance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, statements contained in the case recitals hereto are true and correct and form the basis of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, that the Purchaser is not required to obtain shall indemnify the Vendor and its successors-in-title and assigns for any consent loss or approval ofdamage, or give any notice to or make any registration withincluding, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason without limitation, attorney’s fees reasonably incurred arising out of any misrepresentation misrepresentation, breach or misstatement), other than as would not, individually or in non-fulfilment of any obligation of the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by Purchaser under this Agreement; (f) as the Purchaser hereby irrevocably agrees to indemnify and shall keep the Vendor indemnified against all loss, damage, fines, penalties arising from the Purchaser’s failure and/or late payment of the Signing Date, there are no outstanding proceedings pending or, to outgoings after the knowledge Date of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction DocumentVacant Possession; and (g) that this Agreement constitutes legal, valid and binding obligations of the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth and are enforceable in Section 2.3 of this Agreementaccordance with their respective terms.

Purchaser’s Warranties. 9.1 7.1 The Purchaser hereby represents and warrants to the Seller thatand OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (ai) the The Purchaser is wholly owned and controlled ultimately by Xx Xx Xx-xxxxx and is a corporation duly organised, validly incorporated, existing and in existence and duly registered good standing under the laws of its jurisdiction of incorporation;the British Virgin Islands. (bii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the requisite corporate power and authority to enter into execute, deliver and to perform its obligations under and consummate the transactions contemplated by each of the Transaction Document Documents to which it is a party; (c) each Transaction Document party and the other instruments and agreements to be entered into executed and delivered by the Purchaser constitutes or will, when executed, constitute, a legally valid as contemplated hereby and binding obligation thereby. (iv) The entry into and performance of the Purchaser; (d) compliance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which it the Purchaser is bound; other than, in the case of the foregoing subclauses or (iiC) and (iii), as would not, individually or in the aggregate, have a material adverse effect on any Law applicable to the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge 7.2 Each of the Purchaser, threatened against the Purchaser, challenging or seeking 's Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it Purchaser's Warranty or the Purchaser Designee to pay the amounts set forth by anything in Section 2.3 of this Agreement. 7.3 The Purchaser acknowledges that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser's Warranties.

Purchaser’s Warranties. 9.1 The Each of the Purchaser warrants and the Purchaser Guarantor warrant to each of the Seller thatSellers that the statements set out below are true, accurate and not misleading as at the date of this Agreement and as at the Completion Date as if they had been repeated immediately before Completion: (a) the Purchaser it is a company validly incorporated, in existence existing and duly registered incorporated under the laws of its jurisdiction of incorporation; (b) the Purchaser it has the requisite power full legal right, power, capacity and authority to enter into into, deliver and to perform its obligations under each of the Transaction Document Documents to which it is a partyparty (the “Purchaser’s Completion Documents”); (c) each Transaction Document to be entered into by the Purchaser constitutes or Purchaser’s Completion Documents will, when executedexecuted by it, constituteconstitute legal, a legally valid and binding obligation obligations of the Purchaserit in accordance with their respective terms; (d) compliance with the terms execution, delivery, and performance of each Transaction Document does not and its obligations under, the Purchaser’s Completion Documents will not conflict with or constitute a default or a breach under any provision ofnot: (i) the certificate conflict with, or result in a breach of, any provision of incorporation its memorandum or articles of association, by-laws of the Purchaser; oror equivalent constitutional document; (ii) result in a breach of any law, lien, order, judgment, award, injunction, decree, ordinance, law regulation or regulation decree or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser it is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and or (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required require it to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant provided that this paragraph (iii) shall not extend to any legal those consents or approvals from anti-trust, governmental or regulatory entitlement authorities referred to revoke the same other than by reason of any misrepresentation or misstatementin Clause 4.1), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (ge) no: (i) resolution has been passed in relation to it; (ii) step has been taken in relation to it; or (iii) legal proceedings have been started or threatened against it, for its winding-up or dissolution, or for the Purchaser will have access to sufficient funds on the Completion Date to enable it appointment of a liquidator, receiver, administrator, administrative receiver or the Purchaser Designee to pay the amounts set forth in Section 2.3 similar officer over any or all of this Agreementits assets.

Purchaser’s Warranties. 9.1 The Purchaser warrants to the Seller that, as at December 2, 2020, as at Completion and as at LNSM Completion: (a) it and the Purchaser is other Purchasing Entities that are or will be parties to any Transaction Documents have been or will be duly formed and are or will be validly incorporated, in existence and duly registered existing under the laws of its the respective jurisdiction of incorporation; (b) it and the Purchaser has other Purchasing Entities that are or will be parties to any Transaction Documents have or will have the requisite capacity, power and authority to enter into and to perform each the Transaction Document Documents to which it each is or will be a partyparty and that their respective obligations under the Transaction Documents to which each is or will be a party constitute valid and binding obligations of the Purchaser and the Purchasing Entities, as applicable, in accordance with their terms; (c) each Transaction Document to be entered into the execution and delivery of, and the performance, by the Purchaser constitutes and the other Purchasing Entities that are or willwill be parties to any Transaction Documents, when executedof their respective obligations under, constitute, this Agreement and the applicable Transaction Documents will not: (i) result in a legally valid and binding obligation material breach of any provision of the Purchaserarticles of association or other constitutional documents of the Purchaser and the relevant Purchasing Entities; (ii) result in a material breach of, or constitute a material default under, any instrument to which the Purchaser or the relevant Purchasing Entities are parties or by which they are bound; (iii) result in a breach of any Governmental Order by which the Purchaser or the relevant Purchasing Entities are bound; nor (iv) (with the exception of the matters set out in clause 5.1(a)) require any consent of any Governmental Entity, their shareholders or any other persons; (d) compliance with The Purchaser has delivered to the terms of each Transaction Document does not Seller a true, complete and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws correct copy of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract Equity Commitment Letter pursuant to which the Sponsors have committed to provide to the Purchaser is a party or by which it is bound; other than, the amount of equity financing set forth therein (the “Equity Financing”). Except as set forth in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing DateEquity Commitment Letter, there are no outstanding proceedings pending or, conditions precedent or other contingencies to the knowledge obligations of the Purchaser, threatened against parties thereto to fund the Purchaser, challenging or seeking to restrain or prohibit any full amount of the transactions contemplated Equity Financing that could reduce the amount of, or delay the funding of, the Equity Financing. The Equity Commitment Letter is duly executed and delivered by, and is a legal, valid and binding obligation of, each party thereto. The Equity Commitment Letter is in full force and effect, has not been withdrawn, terminated or modified in any respect and no withdrawal, termination, modification is contemplated. No event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder by this Agreement any party thereto and there are no facts or any other Transaction Document; and (g) circumstances that could reasonably be expected to result in a failure to be satisfied of the Purchaser will have access conditions to sufficient funds on the Completion Date to enable it or funding of the Purchaser Designee to pay full amount of the amounts set forth in Section 2.3 of this AgreementEquity Financing.

Purchaser’s Warranties. 9.1 11.1 The Purchaser represents and warrants to the Seller that: (aA) the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation; (b) the Purchaser has it the requisite power and authority to enter into and to perform each Transaction Document this Agreement and the Purchaser’s Completion Documents to which it is a partyparty and that it is acting as principal for its sole account; (cB) each Transaction Document to be entered into this Agreement, and the Purchaser’s Completion Documents when executed by the Purchaser constitutes or willshall constitute legal, when executed, constitute, a legally valid and binding obligation obligations of the Purchaser and shall be enforceable in accordance with their respective terms; (C) the execution and delivery of, and the performance by the Purchaser of its respective obligations under this Agreement and the Purchaser’s Completion Documents to which it is a party have been duly authorised and will not conflict with, contravene or result in a breach or default of any constitutional documents, resolution, legal requirement, Governmental Authority order or decree, material agreement, licence, permit or consent by which the Purchaser is bound; (D) the Purchaser is not in breach of any of its obligations in respect of the Transaction; (E) no order has been made and no resolution has been passed for the winding up or liquidation of the Purchaser or for a provisional liquidator to be appointed in respect of the Purchaser and no petition has been presented and no meeting has been convened for the purpose of winding up or liquidation of the Purchaser; (dF) compliance no administration order has been made and no petition for such an order has been presented in respect of the Purchaser; (G) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser; (H) no voluntary arrangement has been made by the Purchaser with its respective creditors; and (I) the terms Purchaser: (1) is not unable to pay its debts; (2) has not stopped paying its debts as they fall due; or (3) is not insolvent or technically bankrupt under the applicable law. 11.2 The Purchaser warrants to the Seller that, in relation to the Transaction: (A) officer, agent or employee engaged by, or acting on behalf of, the Purchaser has made, offered or authorised or will make, offer or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of each Transaction Document does any Government Official or any entity or other person where such payment, gift, promise or other advantage would violate the Anti-Bribery Laws or any other applicable law; and (B) it is not and will not conflict with or constitute a default or a in breach under any provision of: (i1) the certificate of incorporation or by-laws of the Purchaserany Sanctions; or (ii2) any order, judgment, award, injunction, decree, ordinance, law applicable anti-money laundering or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (e) except as needed to satisfy the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this Agreementanti-terrorist financing Law.

Purchaser’s Warranties. 9.1 8A.1 The Purchaser warrants and the Purchaser Guarantor hereby warrant to the Seller thatVendor that the following statements are true and accurate in all material respects on the date of this Agreement and on each day after the date of this Agreement up to and including the Completion Date: (a) all information relating to the Purchaser and the Purchaser Guarantor stated in this Agreement is validly incorporatedtrue, in existence complete, accurate and duly registered under the laws of its jurisdiction of incorporationnot misleading; (b) they have the Purchaser has the requisite power to execute, perform its obligations under and authority to enter into all transactions contemplated by, this Agreement and all necessary corporate and other action has been taken to perform each Transaction Document to which authorise the execution, delivery and performance by it is a partyof this Agreement; (c) each Transaction Document the execution and performance of this Agreement does not violate any provision of their memorandum and/or articles of association or any applicable law, rule or regulation to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation of the Purchaserwhich they are subject; (d) compliance this Agreement constitutes valid and legally binding obligations on their part in accordance with the terms of each Transaction Document does not and will not conflict with or constitute a default or a breach under any provision of: (i) the certificate of incorporation or by-laws of the Purchaser; or (ii) any order, judgment, award, injunction, decree, ordinance, law or regulation or any other restriction of any kind or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract to which the Purchaser is a party or by which it is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementtheir terms; (e) except they are neither insolvent nor unable to pay their debts as needed to satisfy they fall due and have not stopped paying their debts as they fall due and no resolution has been passed nor has any order been made or bona fide petition presented (with a valid claim) for its winding up or dissolution (as the Competition Condition, the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatementcase may be), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;; and (f) as no administration order has been made and no petition or application has been made for such an order or for the appointment of the Signing Datea liquidator, there are no outstanding proceedings pending orreceiver, to the knowledge administrator, administrative receiver or similar officer in any relevant jurisdiction in respect of them or over any or all of their assets. 8A.2 Each of the Purchaser, threatened against ’s Warranties shall be construed as a separate Purchaser’s Warranty and (save as expressly provided to the Purchaser, challenging contrary) shall not be limited or seeking restricted by reference to restrain or prohibit any inference from the terms of the transactions contemplated by this Agreement or any other Transaction Document; and (g) the Purchaser will have access to sufficient funds on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth in Section 2.3 of this AgreementPurchaser’s Warranty.

Purchaser’s Warranties. 9.1 8.1 The Purchaser warrants to each of the Seller Minority Sellers that: (a) the Purchaser is validly incorporated, has full power to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and binding obligations on the Purchaser in existence and duly registered under the laws of accordance with its jurisdiction of incorporationterms; (b) the Purchaser has the requisite power is entering into this Agreement on its own behalf and authority to enter into and to perform each Transaction Document to which it is a partynot on behalf of any other person; (c) each Transaction Document to be entered into by the Purchaser constitutes or will, when executed, constitute, a legally valid and binding obligation shall fund the full amount of the Purchaserconsideration payable under this Agreement from its own cash resources or facilities which will be available to the Purchaser upon Completion and the Purchaser is not and shall not be required to obtain the sanction or consent of the shareholders of the Purchaser (or any class of them) or any other person (other than German Federal Cartel Office) in order to fund or complete the Transaction; (d) compliance with the terms execution and delivery of, and the performance by the Purchaser of each Transaction Document does not and its obligations under this Agreement will not conflict with or constitute a default or a breach under any provision ofnot: (i) the certificate result in a breach of incorporation or by-laws any provision of the Purchaserits articles of association; or (ii) result in a breach of any order, judgment, award, injunction, decree, ordinance, law judgment or regulation or any other restriction decree of any kind court or character by which the Purchaser is bound or submits; or (iii) any agreement, instrument or contract governmental agency to which the Purchaser is a party or by which it the Purchaser is bound; other than, in the case of the foregoing subclauses (ii) and (iii), as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement;and (e) except save as needed to satisfy the Competition Conditionprovided in this Agreement all consents, permissions, approvals and agreements of shareholders of the Purchaser is not required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement), other than as would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement; (f) as of the Signing Date, there are no outstanding proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement or any other Transaction Document; and (g) third parties which are necessary for the Purchaser will to obtain in order to enter into and perform this Agreement in accordance with its terms have access been unconditionally obtained in writing and have been disclosed in writing to sufficient funds the Minority Sellers. 8.2 The Guarantor warrants to each of the Minority Sellers that it has full power to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and binding obligations on the Completion Date to enable it or the Purchaser Designee to pay the amounts set forth Guarantor in Section 2.3 of this Agreementaccordance with its terms.