Common use of Purchaser’s Warranties Clause in Contracts

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereof: (a) the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (b) the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder; (c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds for payment of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties set out in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 10.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereofSellers that: (a) it has the Purchaser has been duly establishedpower to execute and deliver this agreement, incorporated and validly exists under the laws each of the Slovak Republic other Transaction Documents to which it is or will be a party, and is entered into to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the Slovak Commercial Registerperformance of such obligations; (b) the Purchaser has the legal right this agreement constitutes, and full power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder; (c) to the best knowledge each of the Purchaserother Transaction Documents to which it is or will be a party will, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcywhen executed, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a constitute legal, valid and binding obligation obligations of the Purchaser, enforceable against it Purchaser in accordance with its terms; (jc) neither all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the entry into Purchaser to execute, deliver and perform its obligations under this Agreement nor agreement and each of the consummation other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be); (d) the Consideration Shares will be legally and validly issued and shall be free of any Encumbrance; (e) the Purchaser is a corporation duly organized and validly existing under the laws of Spain and has all requisite corporate power to own its properties and carry on its business as now being conducted (f) there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the Purchaser, threatened against the Purchaser, which questions the valid execution, delivery or performance by the Purchaser of its obligations under this agreement or any of the obligations or transactions contemplated herein will contravene, conflict withother documents referred to herein, or result in a violation the consummation by the Purchaser of the transaction contemplated hereby; and (g) neither the execution of this agreement by the Purchaser nor the consummation or performance of the contemplated transaction by the Purchaser will give any person the right to prevent, delay, or otherwise interfere with the contemplated transaction pursuant to: (i) any provision of the Purchaser's constitutional documents or law; and’s organizational documents; (kii) any resolution adopted by the Purchaser disposes with sufficient funds for payment board of directors or the Purchase Price under the conditions of this Agreement. 5.2 Each shareholders of the Purchaser’s Warranties set out in this Agreement shall ; (iii) any legal requirement or order to which the Purchaser may be separate and independent and shall not subject; or (iv) any contract to which the Purchaser is a party or by which the Purchaser may be limited by reference to any other representation or warrantybound. 5.3 10.2 The Parties hereby agree that Clauses 4.3 to 4.7 Purchaser shall apply mutatis mutandis to indemnify the breach of Sellers against any Losses suffered by the Sellers arising from any of the Purchaser’s Warranties warranties which would be untrue or its other obligations under this Agreementinaccurate.

Purchaser’s Warranties. 5.1 10.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate AWI that, as at the date hereofof this Agreement: (a) the Purchaser has been it is validly incorporated, in existence and duly established, incorporated and validly exists registered under the laws of the Slovak Republic and is entered into the Slovak Commercial Registerits jurisdiction of incorporation; (b) the Purchaser it has the full legal right and full right, power and authority to enter into and to perform this Agreement and the Agreement on Future Agreements and to execute any other documents Transaction Document to be executed by which it pursuant to or in connection with this Agreement and to perform its obligations hereunderis a party (the “Purchaser’s Completion Documents”); (c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible Completion Documents will, when executed, constitute, legal, valid and binding obligations of the satisfaction Purchaser in whole or in part of a creditor’s claim towards the Purchaseraccordance with their respective terms; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effectit is not insolvent or unable to pay its debts as they fall due; (e) no bankruptcythe execution, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser delivery and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all performance of its liabilities arising hereof;obligations under the Purchaser’s Completion Documents will not: (fi) no liquidatorconflict with or constitute a default or a breach under any provision of its memorandum or articles of association, trustee, administrator, by-laws or similar official has been appointed in respect of the whole or any part of the asset equivalent constitutional documents of the Purchaser; (gii) result in a breach of, or constitute a default under, any agreement or instrument to which the persons executing Purchaser is a party or by which the Purchaser is bound; (iii) result in a breach of any order, judgment or decree of any court or Governmental Authority to which it is a party or by which it is bound; or (iv) require the Purchaser 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 of this Agreement on behalf of a basis which is both unconditional and which cannot be revoked, in each case other than the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this AgreementCompetition Condition; (hf) there are it has available cash, equity commitments or loan facilities on terms which involve no actions, suits or proceedings pending or, preconditions that will at Completion provide in immediately available funds the necessary cash resources to satisfy and perform in full its knowledge, threatened, involving obligations under this Agreement and the other Transaction Documents; and (g) save to the extent contained in the information provided by the Purchaser or its business, before any governmental authority, arbitration court Representatives to AWI or any similar authority which could have its Representatives prior to the effect date of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement;, no Relevant Purchaser Individual has actual knowledge of any fact, matter or circumstance: (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; (j) neither the entry into this Agreement nor the consummation relating to or performance by attributable to the Purchaser of or any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds for payment of the Purchase Price under the conditions of this Agreement. 5.2 Each other member of the Purchaser’s Warranties set out Group which might result in a delay in, or adversely effect, the satisfaction of the Competition Conditions prior to the Long Stop Date and which has not been disclosed to AWI prior to the date of this Agreement shall be separate and independent and shall not be limited by reference to Agreement; or (ii) that might entitle the Purchaser or any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any member of the Purchaser’s Warranties Group either at Completion or its with the passing of time to make a Claim against AWI other obligations under this Agreementthan a Tax Covenant Claim.

Purchaser’s Warranties. 5.1 (A) The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereof:Vendor that:- (a) the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (bi) the Purchaser has the legal right and full corporate power and authority to enter into and perform this Agreement and each of the Agreement on Future Agreements Purchaser and the other relevant members of the Purchaser's Group (other than the Companies) has the corporate power and authority to execute enter into and perform any other documents agreement required to be entered into by it under this Agreement; (ii) this Agreement constitutes and the other Specified Agreements to be executed by it pursuant any member of the Purchaser's Group (other than the Companies) which are to or be delivered at Completion will, when executed, constitute binding obligations of the relevant members of the Purchaser's Group (other than the Companies) in connection accordance with their respective terms; (iii) the execution and delivery of this Agreement and to perform the other Specified Agreements and the performance by each relevant member of the Purchaser's Group (other than the Companies) of its obligations hereunderhereunder and thereunder will not: (a) result in a breach of any provision of the memorandum or articles of association or by-laws or equivalent constitutional documents of that member of the Purchaser's Group; (b) result in a breach of, or constitute a default under, any instrument to which that member of the Purchaser's Group is a party or is bound; (c) result in a breach of any order, judgment, award, injunction or decree of any court or governmental agency or of any other restriction of a similar nature to the best knowledge which that member of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole 's Group is a party or in part of a creditor’s claim towards the Purchaseris bound; (d) all corporate authorisations and approvals necessary for require the entry into consent of its shareholders; or (e) require that member of the Purchaser's Group to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement by the Purchaser have been obtained and are is in full force and effect; (e) no bankruptcyeffect where failure to obtain such consent or approval, restructuring give such notice or similar insolvency proceedings are threatened, pending or have been initiated against make such registration is material in the Purchaser and to the best knowledge context of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (iiv) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under CLAUSE 3 (Cash Consideration), CLAUSE 4 (Fixed Intra-Group Debt Amounts) and CLAUSE 5 (Working Capital and Variable Intra-Group Debt Adjustments) of this Agreement constitutes a legalAgreement; and (v) there are no: (a) outstanding judgments, valid and binding obligation orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser's Group; (b) lawsuits, actions or proceedings in being or, to the knowledge of the Purchaser, enforceable pending or threatened against it in accordance with its terms;or affecting any member of the Purchaser's Group; or (jc) neither investigations by any governmental or regulatory body which are, to the entry knowledge of the Purchaser, pending or threatened against any member of the Purchaser's Group, and which, in the case of each of SUB-PARAGRAPHS (v)(a), (b) and (c), have or would be likely to have a material adverse effect on the ability of the Purchaser or any other member of the Purchaser's Group to execute and deliver, or perform its obligations under, this Agreement and any other documents which are to be executed by the Purchaser or any other member of the Purchaser's Group and which are to be delivered at Completion. (B) The Purchaser accepts and acknowledges that the Vendor is entering into this Agreement nor in reliance upon (i) the consummation warranties set out in SUB-CLAUSES 20(A) and 19(P), and (ii) any other warranties expressly set out as such in any of the Relevant Agreements. (C) The Vendor acknowledges that no representations, express or performance implied, have been or are given by the Purchaser, any Designated Purchaser or any other member of the Purchaser's Group which is a party to any of the Specified Agreements other than (i) the warranties set out in SUB-CLAUSES 20(A) and 19(P), and (ii) the other warranties expressly set out as such in any of the Relevant Agreements. (D) The Vendor shall be entitled to claim both before and after Completion that any of (i) the warranties contained in SUB-CLAUSES 20(A) or 19(P), and/or (ii) any of the other warranties referred to in SUB-CLAUSE (C) has or had been breached and Completion shall not constitute a waiver of any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision Vendor's rights. (E) The only remedy of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds Vendor for payment breach of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties warranties set out in this Agreement shall be separate SUB-CLAUSES 20(A) and independent 19(P) and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties other warranties referred to in SUB-CLAUSE (C) shall be damages and the Vendor hereby agrees to waive any other right, power or its other obligations under this Agreementremedy it may have in relation to a breach of such warranties.

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and Terra each warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereofthat: (a) the Purchaser has been duly establishedit (and each of its Affiliates, incorporated and validly exists under the laws in respect of the Slovak Republic Implementation Agreements and is the other agreements entered into the Slovak Commercial Register; (bpursuant to this agreement to which it is a party) the Purchaser has the legal right and full requisite power and authority to enter into and to perform this Agreement agreement, such Implementation Agreements and the Agreement on Future other agreements entered into pursuant to this agreement; (b) it (and each of its Affiliates, in respect of the Implementation Agreements and the other agreements entered into pursuant to this agreement to which it is a party) has obtained or satisfied all corporate, regulatory and other approvals, or any other significant conditions, necessary to execute any and perform this agreement, such Implementation Agreements and the other documents to be executed by it agreements entered into pursuant to or in connection with this Agreement and to perform its obligations hereunderagreement; (c) this agreement, the Implementation Agreements and the other agreements entered into pursuant to the best knowledge this agreement constitute (or, when executed, will constitute) valid and binding obligations of the PurchaserPurchaser (and each of its Affiliates, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any in respect of the Purchaser’s creditors nor make impossible Implementation Agreements and the satisfaction other agreements entered into pursuant to this agreement to which it is a party) enforceable in whole or in part of a creditor’s claim towards the Purchaseraccordance with their terms; (d) all corporate authorisations compliance with the terms of this agreement, the Implementation Agreements and approvals necessary for the entry other agreements entered into pursuant to this Agreement agreement by the Purchaser have been obtained or its Affiliates (as appropriate) will: (i) not constitute a breach of any agreement or contract to which the Purchaser or such Affiliate is a party or by which it is bound; (ii) be in compliance with the Purchaser's or such Affiliate's memorandum and are in full force and effect;articles of association or other constitutional documents; and (iii) not contravene any order, judgement, decree or regulation or any other restriction of any kind by which the Purchaser or such Affiliate is bound; and (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf each of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement;Terra: (i) this Agreement constitutes is a legalcompany, valid duly incorporated and binding obligation subsisting under the laws of England and Wales and the PurchaserState of Maryland, enforceable against it in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein will contraveneUSA, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or lawrespectively; and (kii) is not in liquidation, administration or administrative receivership, nor has any resolution been passed by the Purchaser disposes with sufficient funds for payment shareholders or creditors to put either of the Purchase Price under companies into liquidation, administration or administrative receivership (and has not done or suffered in any jurisdiction other than England and Wales, anything equivalent to the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties set out things referred to in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warrantysubparagraph (ii)). 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 8.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller Sellers that each of the following representations statements is true, accurate and warranties not misleading at the date of this Agreement: (a) it has been duly incorporated and is validly existing under the “Purchaser’s laws of its place of incorporation and has full power to carry on its business as it is carried on at the date of this Agreement; (b) it has the legal right, full power and authority and all necessary consents and authorisations to enter into and to perform its obligations under this Agreement and each other Transaction Document to which it is or will be party; (c) this Agreement and each other Transaction Document to which it is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations on it in accordance with their respective terms (assuming that each such Transaction Document has been properly executed by the other parties to it and that their entry into them has been duly authorised); (d) there are no agreements (including its articles of association, by‑laws or other constitutional documents), arrangements or any other restrictions of any kind that prohibit or restrict the ability of the Purchaser to enter into and to perform its obligations under this agreement and each other Transaction Document to which it is or will be party; (e) other than to comply with applicable law, securities law, rules or regulations, the execution, delivery and performance by the Purchaser of its obligations under the Transaction Documents will not require it to obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any governmental, regulatory, other authority or other person which has not been obtained or made at the date of this Agreement on a basis both unconditional and which cannot be revoked; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (f) the statements in paragraph 13 of Part 2 of Schedule 4 (Warranties”) are true and accurate at the date hereof: (a) the Purchaser has been duly established, incorporated in all respects and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (b) the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder; (c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed misleading in respect of the whole or any part of the asset of itself (as if all references to “Group Company” in paragraph 13 were references to the Purchaser); (g) the persons executing this Agreement Purchaser has all requisite authority and power to grant the ZSUs on behalf the terms of the Purchaser are duly authorized ZSU grant documentation to validly act on behalf the Workers in the proportions set out in the ZSU List; the ZSU grant documentation contains true, complete and accurate copy of the Purchaser and to legally bind it regarding all rights and obligations resulting from this AgreementPurchaser’s 2011 “Equity Incentive Plan”; (h) there are no actionsas at the date of this Agreement, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have has no intention to make a Warranty Claim against the effect Sellers based on the circumstances known to the Purchaser as at the date of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement;. For the purpose of this Clause 8.1(h), the Purchaser’s knowledge shall mean the actual knowledge of only the following individuals: [***]; and (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser has, and will have at the time of any of the obligations or transactions contemplated herein will contravenepayment, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or law; and immediately available on an unconditional basis (ksubject only to Completion) the Purchaser disposes with sufficient funds for payment of necessary cash resources to pay the Purchase Price under the conditions of this AgreementConsideration in full. 5.2 Each of the Purchaser’s Warranties set out in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 24.1 The Purchaser undertakes to ensure that (on behalf of itself and represents and the Designated Purchasers) warrants to the Seller that Unilever Parents (for themselves and on trust for the following representations Share Sellers and warranties (the “Purchaser’s Warranties”Business Sellers) are true and accurate as at the date hereofof this Agreement that: (aA) each of the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (b) the Purchaser Purchaser's Guarantor has the legal right and full requisite power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents specified in this Agreement which are to be executed by it pursuant to the Purchaser (or in connection with this Agreement and to perform its obligations hereunderany other member of the Purchaser's Group) at Completion (the "Purchaser's Completion Documents"); (cB) to this Agreement constitutes and the best knowledge Purchaser's Completion Documents will, when executed by the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), constitute binding obligations of the Purchaser, the Purchaser's Guarantor or any other member of the Purchaser's Group (as the case may be) in accordance with their respective terms; (C) the execution and delivery of, and the performance by the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), of their obligations under, this Agreement and the Purchaser's Completion Documents will not: (i) violate, breach, conflict with, constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification, payment or acceleration) under (a) any provision of the certificate of incorporation and bylaws of the Purchaser, the Purchaser's Guarantor or member of the Purchaser's Group (as the case may be), or (b) any applicable laws and regulations; (ii) violate, breach, conflict with, constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification, payment or acceleration) under any material contract, agreement, indenture, franchise, mortgage, deed of trust, lease, license or other instrument to which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), is a party or by which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is bound; (iii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory authority to which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is a party or by which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is bound; or (iv) save as contemplated by this Agreement, require the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity which has not been obtained or made at the date of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are is in full force and effect; (eD) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to at Completion will have immediately available on an unconditional basis the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability necessary cash resources to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it Initial Cash Consideration in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds for payment of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties set out in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or meet its other obligations under this AgreementAgreement and the Purchaser's Completion Documents; and (E) each Designated Purchaser is, and will at and immediately after Completion be, a member of the Purchaser's Group.

Purchaser’s Warranties. 5.1 9.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereofVendor that: (a) the Purchaser has been is a company duly established, incorporated and organised and validly exists existing under the laws of the Slovak Republic and is entered into the Slovak Commercial RegisterCyprus; (b) the Purchaser has the legal right and full requisite power and authority to enter into into, execute, deliver and perform this Agreement and, subject to clause 3.1, has obtained all corporate and other authorisations of the Agreement on Future Agreements Purchaser and all other applicable governmental, statutory, regulatory or other consents, licenses, authorisations, waivers or exemptions to execute any other documents to be executed by it pursuant to or in connection with this Agreement enter into and to perform fully its obligations hereunderunder this Agreement; (c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for neither the entry into this Agreement nor the implementation of the transactions contemplated by the Purchaser have been obtained and are in full force and effect;it will result in: (ei) no bankruptcy, restructuring a violation or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge breach of any provision of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset foundational documents of the Purchaser; (gii) the persons executing this Agreement on behalf of a breach of, or give rise to a default under, any contract or other instrument to which the Purchaser are duly authorized to validly act on behalf is a party or by which it is bound which is material in the context of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (iiii) a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to the Purchaser or any of its assets which is material in the context of the transactions contemplated by this Agreement; or (iv) save as set out in clause 3.1, a requirement for the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement which is material in the context of the transactions contemplated by this Agreement; (d) this Agreement constitutes a legal, valid and legally binding obligation obligations of the Purchaser enforceable in accordance with their terms; (e) the Purchaser is not the subject of any proceedings seeking its dissolution, liquidation, or winding up. The Purchaser is able to pay its debts as they become due, is not otherwise insolvent and has not made a transfer in fraud of creditors. The Purchaser has not filed a petition seeking the appointment of a trustee, receiver, liquidator, custodian or similar official with respect to the Purchaser or any significant portion of its property, nor has any other person filed any such petition against the Purchaser; and (f) the Purchaser is not engaged in any material litigation or arbitration or similar proceedings related to the transactions contemplated by this Agreement and to the knowledge of the Purchaser, enforceable no such litigation, arbitration or proceeding is threatened against it in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds for payment of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties 9.2 The warranties set out in this Agreement clause 9.1 shall be separate and independent and shall not deemed to be limited repeated immediately before Completion by reference to any other representation or warrantythe facts and circumstances then existing. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 (A) The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate as at the date hereofof this Agreement that: (a) the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (bi) the Purchaser has the legal right and full requisite power and authority to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents specified in this Agreement which are to be executed delivered by it pursuant to or the Purchaser at Completion (the "PURCHASER'S COMPLETION DOCUMENTS"); (ii) this Agreement constitutes and the Purchaser's Completion Documents will, when delivered by the Purchaser, constitute binding obligations of the Purchaser in connection accordance with their respective terms; (iii) the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and to perform its obligations hereunder;the Purchaser's Completion Documents will not: (ca) to the best knowledge result in a breach of any provision of the Purchaser, the execution memorandum and performance articles of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset association of the Purchaser; (gb) the persons executing this Agreement on behalf of result in a breach of, or constitute a default under, any instrument to which the Purchaser are duly authorized to validly act on behalf of is a party or by which the Purchaser is bound and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving which is material in the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect context of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (ic) so far as the Purchaser is aware, result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is 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) save as contemplated by this Agreement, require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement constitutes a legaland is in full force and effect where failure to obtain such consent or approval, valid and binding obligation give such notice or make such registration is material in the context of the Purchaser, enforceable against it in accordance with its termstransactions contemplated by this Agreement; (jiv) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein has (and at Completion will contravene, conflict with, or result have) immediately available on an unconditional basis (subject only to Completion and customary conditions precedent to drawdown as listed in a violation of any provision facility agreements between members of the Purchaser's constitutional documents or law; and (k) Group and the Purchaser disposes with sufficient funds for payment of financiers thereof provided to the Purchase Price under Seller prior to the conditions date of this Agreement. 5.2 Each of ) the Purchaser’s Warranties set out in this Agreement shall be separate necessary cash resources to pay the Initial Cash Consideration and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or meet its other obligations under this AgreementAgreement and the Purchaser's Completion Documents; and (v) each Designated Purchaser is, and will at and immediately after Completion be, a member of the Purchaser's Group. (B) The Purchaser accepts that the Seller is entering into this Agreement in reliance upon the warranties set out in sub-clause (A).

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to each of the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereofSellers that: (a) the Purchaser has been duly established, incorporated full power to enter into and validly exists perform its obligations under the laws of Transaction Documents and the Slovak Republic Transaction Documents each constitute valid and is entered into binding obligations on the Slovak Commercial RegisterPurchaser in accordance with their respective terms; (b) the Purchaser is entering into this Agreement on its own behalf and not on behalf of any other person; (c) the Purchaser has power under its articles of association to allot and issue the legal right Loan Notes without the sanction or consent of the shareholders of the Purchaser (or any class of them) or any other person; (d) the Purchaser shall fund the Purchase Price from its own cash resources or facilities which will be available to the Purchaser upon Completion and full power the Purchaser is not and authority 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; (e) the execution and delivery of, and the performance by the Purchaser of its obligations under the Transaction Documents will not: (i) result in a breach of any provision of its articles of association; or (ii) result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound; and (f) save as provided in this Agreement all consents, permissions, approvals and agreements of shareholders of the Purchaser or any other third parties which are necessary for the Purchaser to obtain in order to enter into and perform this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder; (c) to the best knowledge of the Purchaser, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it Transaction Documents in accordance with its terms; (j) neither the entry into this Agreement nor the consummation or performance by the Purchaser of any of the obligations or transactions contemplated herein will contravene, conflict with, or result their respective terms have been unconditionally obtained in a violation of any provision of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds for payment of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties set out writing and have been disclosed in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis writing to the breach of any of the Purchaser’s Warranties or its other obligations under this AgreementSellers.

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller Sellers that as of the following representations Offer Date and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereofCompletion Date: (a) the Purchaser has been duly established, incorporated and it is a company validly exists existing under the laws of France and it has the Slovak Republic power to execute and deliver this Agreement, and each of the other Transaction Documents to which it is entered into or will be a party, and to perform its obligations under each of them and has taken all action necessary (including, without limitation, procuring board approval for the Slovak Commercial RegisterTransaction Documents and the transactions contemplated therein) to authorise such execution and delivery and the performance of such obligations; (b) the Purchaser has the legal right and full power and authority to enter into and perform this Agreement constitutes, and the Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or in connection with this Agreement and to perform its obligations hereunder; (c) to the best knowledge each of the Purchaserother Transaction Documents to which it is or will be a party will, the execution and performance of this Agreement and any other documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcywhen executed, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a constitute legal, valid and binding obligation obligations of the Purchaser, enforceable against it Purchaser in accordance with its terms; (jc) neither the entry into this Agreement nor the consummation or performance execution and delivery by the Purchaser of this Agreement and of each of the other Transaction Documents to which it is or will be a party and the performance of the obligations of the Purchaser under it and each of them do not and will not constitute a conflict with or breach of: (i) the constitutional documents of the Purchaser; or (ii) any Applicable Law; (d) other than as set out in Schedule 3, all material authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Purchaser to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with and no other material authorisations from, or notices or filings with, any governmental or other authority are required to enable the Purchaser to execute, deliver or perform its obligations under this Agreement or any of the other Transaction Documents to which it is or will be a party; (e) the Purchaser has (and at Completion will have) immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement, and each of the other Transaction Documents to which it is or will be a party; (f) the obligations of the Purchaser to effect the transactions contemplated herein will contravene, conflict with, or result in a violation by this Agreement and the other Transaction Documents are not conditioned upon the availability to the Purchaser of any provision of the Purchaser's constitutional documents debt, equity or lawother financing in any amount whatsoever; and (kg) so far as the Purchaser disposes with sufficient funds for payment is aware, there are no matters or circumstances applicable to the Purchaser that would reasonably be expected to adversely affect the ability of the Purchase Price under Purchaser from consummating the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties set out in transactions contemplated by this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this AgreementTransaction Documents.

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate that, as at the date hereofof this Agreement and as at Completion: (a) it and the Purchaser has other Purchasing Entities that are or will be parties to any Transaction Documents have been or will be duly established, incorporated formed and are or will be validly exists existing under the laws of the Slovak Republic and is entered into the Slovak Commercial Registerrespective 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 legal right and full requisite capacity, power and authority to enter into and perform this Agreement the Transaction Documents to which each is or will be a party 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 Agreement on Future Agreements and to execute any other documents to be executed by it pursuant to or Purchasing Entities, as applicable, in connection accordance with this Agreement and to perform its obligations hereundertheir terms; (c) to the best knowledge of the Purchaser, the execution and performance delivery of, and the performance, by the Purchaser and the other Purchasing Entities that are or will be parties to any Transaction Documents, of their respective obligations under, this Agreement and the applicable Transaction Documents will not: (i) result in a material breach of any provision of the articles 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 documents contemplated herein will not be to the detriment of any of the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaserpersons; (d) all corporate authorisations The Purchaser has delivered to the Seller a true, complete and approvals necessary for correct copy of the entry into this Agreement by Equity Commitment Letter pursuant to which the Sponsors have committed to provide to the Purchaser have been obtained and are the amount of equity financing set forth therein (the “Equity Financing”). Except as set forth in full force and effect; (e) no bankruptcythe Equity Commitment Letter, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings conditions precedent or other contingencies to be initiated; the Purchaser has not been in a financial standing obligations of the parties thereto to fund the full amount of the Equity Financing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administratorcould reduce the amount of, or similar official has been appointed in respect of delay the whole or any part of funding of, the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are Equity Financing. The Equity Commitment Letter is duly authorized to validly act on behalf of the Purchaser executed and to legally bind it regarding all rights delivered by, and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes 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 the Purchaser, enforceable against it in accordance with its terms; (jtime or both) neither the entry into this Agreement nor the consummation would reasonably be expected to constitute a breach thereunder by any party thereto and there are no facts or performance by the Purchaser of any of the obligations or transactions contemplated herein will contravene, conflict with, or circumstances that could reasonably be expected to result in a violation of any provision failure to be satisfied of the Purchaser's constitutional documents or law; and (k) conditions to the Purchaser disposes with sufficient funds for payment funding of the Purchase Price under the conditions of this Agreement. 5.2 Each full amount of the Purchaser’s Warranties set out in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warrantyEquity Financing. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at Seller, as of the date hereofof this Agreement and as of the Completion Date, as follows: (a) the Purchaser it has been duly established, incorporated all requisite power and validly exists authority to enter into this Agreement and to perform fully its obligations under the laws of the Slovak Republic and is entered into the Slovak Commercial Registerthis Agreement in accordance with its respective terms; (b) the execution and delivery by the Purchaser has the legal right and full power and authority to enter into and perform of this Agreement and the Agreement on Future Agreements and to execute any other documents to be executed performance by it pursuant to or in connection with the Purchaser of its obligations under this Agreement have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and to perform its obligations hereunder; (c) to delivered by the best knowledge of Purchaser and, assuming the Purchaserdue authorization, the execution and performance of this Agreement and any other documents contemplated herein will not be to delivery by the detriment of any of Seller constitutes the Purchaser’s creditors nor make impossible the satisfaction in whole or in part of a creditor’s claim towards the Purchaser; (d) all corporate authorisations and approvals necessary for the entry into this Agreement by the Purchaser have been obtained and are in full force and effect; (e) no bankruptcy, restructuring or similar insolvency proceedings are threatened, pending or have been initiated against the Purchaser and to the best knowledge of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (i) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; (jc) neither the entry into execution and delivery by the Purchaser of this Agreement nor and the consummation or performance by the Purchaser of any of the its obligations or transactions contemplated herein under this Agreement will contravene, conflict with, or not: (i) result in a violation breach of any provision of the statuts of the Purchaser's constitutional documents ; (ii) result in a breach of, or give rise to a default under, any contract or other instrument to which the Purchaser is a party or by which the Purchaser is bound; (iii) result in a breach of any applicable laws or regulations or any order, judgment or decree of any court, governmental agency or regulatory authority applicable to the Purchaser or any of its assets or to which the Purchaser is a party or by which the Purchaser is otherwise bound; nor (iv) require the Purchaser to obtain any consent or approval from or make any registration with, any governmental or other authority or other third party, except for the preclearance authorization to purchase the Sale Shares which it has duly obtained from the Company. (d) it is entering into this Agreement as principal and not as broker or agent for any other person; (e) no resolution has been passed nor, so far as the Purchaser is aware, legal proceedings started, for the winding up of the Purchaser, nor so far as the Purchaser is aware has an administrative or other receiver or manager been appointed by any person over the whole or any part of the business or assets of the Purchaser; (f) it is not insolvent, has not entered into any scheme of arrangement or voluntary or other arrangement with any of its creditors, nor has it taken any steps to obtain a moratorium on payments; (g) the entry into and completion of this Agreement, including completion of the sale and purchase of the Sale Shares pursuant to this Agreement, does not require to be notified to any antitrust, merger control or competition authority and does not require the approval of any such antitrust, merger control or competition authority, under any applicable antitrust, merger control or competition laws or rules (whether in the United States, the European Union or otherwise); (h) it is not a “U.S. person” within the meaning of Rule 902 of Regulation S under the Securities Act and that its duly authorized representative was outside the United States at the time this Agreement was negotiated, executed and delivered. The Purchaser understands that the Seller is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities laws and acknowledges that the Sale Shares have not been registered under the Securities Act or any other applicable law and that such Sale Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act (and in compliance with any other applicable law) except pursuant to an applicable exemption therefrom; (i) it is acquiring the Sale Shares for investment and not with a view toward or for the sale in connection with any distribution thereof, or with any present intention of distributing or selling such Sale Shares; and neither it, nor any of any of its affiliates (as defined in Regulation 501 under the Securities Act), nor any person acting on its or their behalf, has engaged or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act) or “general solicitation” (as defined in Regulation D under the Securities Act) with respect to the Sale Shares, and it and they have complied and will comply with the offering restrictions requirement of Regulation S; and (kj) it acknowledges that the Purchaser disposes 1,547,272 restricted WBA Shares (WAL2) being purchased hereunder are either First Step Walgreens Shares or Second Step Walgreens Shares (as such terms are defined in the Walgreens’ Shareholders Agreement) and on and after their purchase and transfer hereunder such Shares (as defined in the Walgreens’ Shareholders Agreement) shall continue to be endorsed with sufficient funds for payment the notation required pursuant to Section 2.1(g) of the Purchase Price under the conditions of this Walgreens’ Shareholders Agreement. 5.2 Each of the Purchaser’s Warranties set out in this Agreement shall be separate and independent and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties or its other obligations under this Agreement.

Purchaser’s Warranties. 5.1 (A) The Purchaser undertakes to ensure that and represents and warrants to the Seller that the following representations and warranties (the “Purchaser’s Warranties”) are true and accurate at the date hereof:Vendor that:- (a) the Purchaser has been duly established, incorporated and validly exists under the laws of the Slovak Republic and is entered into the Slovak Commercial Register; (bi) the Purchaser has the legal right and full corporate power and authority to enter into and perform this Agreement and each of the Agreement on Future Agreements Purchaser and the other relevant members of the Purchaser’s Group (other than the Companies) has the corporate power and authority to execute enter into and perform any other documents agreement required to be entered into by it under this Agreement; (ii) this Agreement constitutes and the other Specified Agreements to be executed by it pursuant any member of the Purchaser’s Group (other than the Companies) which are to or be delivered at Completion will, when executed, constitute binding obligations of the relevant members of the Purchaser’s Group (other than the Companies) in connection accordance with their respective terms; (iii) the execution and delivery of this Agreement and to perform the other Specified Agreements and the performance by each relevant member of the Purchaser’s Group (other than the Companies) of its obligations hereunderhereunder and thereunder will not: (a) result in a breach of any provision of the memorandum or articles of association or by-laws or equivalent constitutional documents of that member of the Purchaser’s Group; (b) result in a breach of, or constitute a default under, any instrument to which that member of the Purchaser’s Group is a party or is bound; (c) to the best knowledge result in a breach of the Purchaserany order, the execution and performance judgment, award, injunction or decree of this Agreement and any court or governmental agency or of any other documents contemplated herein will not be restriction of a similar nature to the detriment of any which that member of the Purchaser’s creditors nor make impossible the satisfaction in whole Group is a party or in part of a creditor’s claim towards the Purchaseris bound; (d) all corporate authorisations and approvals necessary for require the entry into consent of its shareholders; or (e) require that member of the Purchaser’s Group to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement by the Purchaser have been obtained and are is in full force and effect; (e) no bankruptcyeffect where failure to obtain such consent or approval, restructuring give such notice or similar insolvency proceedings are threatened, pending or have been initiated against make such registration is material in the Purchaser and to the best knowledge context of the Purchaser there are no grounds for any such proceedings to be initiated; the Purchaser has not been in a financial standing that would cause its inability to pay all of its liabilities arising hereof; (f) no liquidator, trustee, administrator, or similar official has been appointed in respect of the whole or any part of the asset of the Purchaser; (g) the persons executing this Agreement on behalf of the Purchaser are duly authorized to validly act on behalf of the Purchaser and to legally bind it regarding all rights and obligations resulting from this Agreement; (h) there are no actions, suits or proceedings pending or, to its knowledge, threatened, involving the Purchaser or its business, before any governmental authority, arbitration court or any similar authority which could have the effect of preventing, materially delaying or otherwise materially interfering with the transactions contemplated by this Agreement; (iiv) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under Clause 3 (Cash Consideration), Clause 4 (Fixed Intra-Group Debt Amounts) and Clause 5 (Working Capital and Variable Intra-Group Debt Adjustments) of this Agreement constitutes a legalAgreement; and (v) there are no: (a) outstanding judgments, valid and binding obligation orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser’s Group; (b) lawsuits, actions or proceedings in being or, to the knowledge of the Purchaser, enforceable pending or threatened against it in accordance with its terms;or affecting any member of the Purchaser’s Group; or (jc) neither investigations by any governmental or regulatory body which are, to the entry knowledge of the Purchaser, pending or threatened against any member of the Purchaser’s Group, and which, in the case of each of sub-paragraphs (v)(a), (b) and (c), have or would be likely to have a material adverse effect on the ability of the Purchaser or any other member of the Purchaser’s Group to execute and deliver, or perform its obligations under, this Agreement and any other documents which are to be executed by the Purchaser or any other member of the Purchaser’s Group and which are to be delivered at Completion. (B) The Purchaser accepts and acknowledges that the Vendor is entering into this Agreement nor in reliance upon (i) the consummation warranties set out in sub-clauses 20(A) and 19(P), and (ii) any other warranties expressly set out as such in any of the Relevant Agreements. (C) The Vendor acknowledges that no representations, express or performance implied, have been or are given by the Purchaser, any Designated Purchaser or any other member of the Purchaser’s Group which is a party to any of the Specified Agreements other than (i) the warranties set out in sub-clauses 20(A) and 19(P), and (ii) the other warranties expressly set out as such in any of the Relevant Agreements. (D) The Vendor shall be entitled to claim both before and after Completion that any of (i) the warranties contained in sub-clauses 20(A) or 19(P), and/or (ii) any of the other warranties referred to in sub-clause (C) has or had been breached and Completion shall not constitute a waiver of any of the obligations or transactions contemplated herein will contravene, conflict with, or result in a violation of any provision Vendor’s rights. (E) The only remedy of the Purchaser's constitutional documents or law; and (k) the Purchaser disposes with sufficient funds Vendor for payment breach of the Purchase Price under the conditions of this Agreement. 5.2 Each of the Purchaser’s Warranties warranties set out in this Agreement shall be separate sub-clauses 20(A) and independent 19(P) and shall not be limited by reference to any other representation or warranty. 5.3 The Parties hereby agree that Clauses 4.3 to 4.7 shall apply mutatis mutandis to the breach of any of the Purchaser’s Warranties other warranties referred to in sub-clause (C) shall be damages and the Vendor hereby agrees to waive any other right, power or its other obligations under this Agreementremedy it may have in relation to a breach of such warranties.