Common use of Purchaser’s Warranties Clause in Contracts

Purchaser’s Warranties. 6.1 The Purchaser represents and warrants to the Sellers that each of the statements set out in the Schedule 3 “Purchaser’s Warranties” is, and will at Completion be, true and accurate. 6.2 Each of the Purchaser’s Warranties set out in the several paragraphs of Schedule 3 “Purchaser’s Warranties” is separate and independent and, except as expressly provided to the contrary in this Agreement, is not limited; (i) by reference to any other paragraph of Schedule 3 “Purchaser’s Warranties”; or (ii) by anything in this Agreement. 6.3 Purchaser acknowledges that the Purchaser’s Warranties are material and the accuracy of the Purchaser’s Warranties is essential to each Seller’s decision to enter into and sell the Shares as set out in this Agreement. The Purchaser’s Warranties allocate between the Sellers and the Purchaser the risk and costs relating to any facts or circumstances which may cause any of the Purchaser’s Warranties to be untrue or inaccurate. 6.4 None of the Purchaser’s Warranties shall, and the Sellers’ ability to claim for breach of such Purchaser’s Warranty shall not, be treated as waived, qualified or otherwise affected by any actual knowledge or any knowledge imputed to the Sellers, including any knowledge resulting from any due diligence investigation carried out by or on behalf of the Sellers. 6.5 Purchaser will pay to the Sellers all damages, liabilities, losses and reasonable costs of the Sellers incurred as a result of the breach of a Purchaser’s Warranty to be determined in accordance with articles 6: 95 and 96 Dutch Civil Code. Damages based on lost profits resulting from missed opportunities by a Seller will not be taken into account when determining such damages, liabilities, losses and costs of the Seller. 6.6 For the avoidance of doubt, any amounts payable by Purchaser under Clause 6.5 for breach of a Purchaser’s Warranty will include an amount for all reasonable costs incurred by the Sellers in connection with the determination, prevention or limitation of any loss or damage resulting from or arising as a result of any breach of a Purchaser’s Warranty and, in particular but without limitation, will include all legal and other similar costs incurred in instructing and retaining professional advisers.

Purchaser’s Warranties. 6.1 5.1 The Purchaser represents and warrants to the Sellers that each of the statements set out Vendors in the Schedule 3 “Purchaser’s Warranties” is, and will at Completion be, true and accurate. 6.2 Each terms of the Purchaser’s 's Warranties, but shall be under no liability under the Purchaser's Warranties set out in relation to any matter forming the subject matter of a claim thereunder to the extent that the same or circumstances giving rise thereto are fairly disclosed in the several paragraphs Purchaser's Disclosure Letter. No letter, document or other communication shall be deemed to constitute a disclosure for the purpose of Schedule 3 “the Purchaser’s Warranties” 's Warranties unless the same is separate and independent and, except as expressly provided to fairly disclosed in the contrary Purchaser's Disclosure Letter. 5.2 The Purchaser shall be under no liability in this Agreement, is not limited;respect of any claim under the Purchaser's Warranties unless:- (a) a Claim Notice in respect of the relevant claim in the form prescribed by paragraph 1 of the Arbitration Procedures shall have been served on the Purchaser:- (i) in the case of a claim under the Purchaser's Warranties where the liability of the Purchaser thereunder can be conclusively settled or determined through the audit process, by reference not later than 5.00 p.m. London time on the date of issuance of the independent auditor's report in respect of the first audited financial statements of the PRG Group or the date of issuance of the independent auditor's report in respect of the first audited financial statements of the Group and the PRG Group combined (in each case after the date hereof), such date expected to be no later than 15 April 2000, but in any event, for the purposes of this clause, by no later than 5.00 p.m. London time on the business day prior to the first anniversary of the date hereof; (ii) in the case of a claim under the Purchaser's Warranties, other than a claim covered by clause 5.2(a)(i) above, by not later than 5.00 p.m. London time on the business day prior to the first anniversary of the date hereof; and (b) in any case the claim shall have been resolved at the end of each such relevant period specified in clause 5.2(a) in one of the following ways:- (i) the Purchaser has concurred in the claim asserted by the Claim Notice in the manner prescribed by paragraph 2 of Schedule 3 “Purchaser’s Warranties”the Arbitration Procedures; or (ii) the Vendors' Representative and the Purchaser have concluded a written agreement setting out the terms upon which the claim asserted by anything the Claim Notice is finally settled; or (iii) the Arbitrator appointed pursuant to the Arbitration Procedures to resolve the claim which is the subject of the Claim Notice (or; as the case may be, the Dispute (as defined in this Agreementthe Arbitration Procedures)), has made his final award in respect of such claim or Dispute. 6.3 Purchaser acknowledges (c) if and to the extent that the Purchaser’s Warranties are material and liability in respect of that claim exceeds 50 per cent. of the accuracy total value of the Consideration Shares as at the Completion Date, valued at the Consideration Share Value. 5.3 Each of the Purchaser’s 's Warranties is essential shall be construed as a independent and separate warranty and (save as expressly provided to each Seller’s decision to enter into and sell the Shares as set out in this Agreement. The Purchaser’s Warranties allocate between contrary) shall not be limited by the Sellers and the Purchaser the risk and costs relating to any facts or circumstances which may cause terms of any of the other Purchaser’s 's Warranties or by any other term of this agreement (other than this clause 5). 5.4 The Purchaser shall not be liable for any claim under the Purchaser's Warranties to be untrue the extent such claim arises, or inaccurate. 6.4 None of the Purchaser’s Warranties shall, and the Sellers’ ability to claim for breach of such Purchaser’s Warranty shall not, be treated as waived, qualified or otherwise affected by any actual knowledge or any knowledge imputed to the Sellers, including any knowledge resulting from any due diligence investigation carried out by or on behalf of the Sellers. 6.5 Purchaser will pay to the Sellers all damages, liabilities, losses and reasonable costs of the Sellers incurred is increased directly as a result of, or any provision or reserve in the accounts of the breach Purchaser for its financial year ended on the Accounts Date is insufficient only by reason of:- (a) any increase in rates of a Purchaser’s Warranty to be determined Tax since the Accounts Date; or (b) the passing of, or any change in, any law, regulation, directive, requirement or any published practice of any government, governmental department or agency or regulatory body after the Completion Date; or (c) any change in accordance with articles 6: 95 and 96 Dutch Civil Code. Damages based on lost profits resulting from missed opportunities by a Seller will not be taken into account when determining such damages, liabilities, losses and costs the accounting policy or accounting practices of the Seller. 6.6 For Purchaser after the avoidance of doubt, any amounts payable by Purchaser under Clause 6.5 for breach of a Purchaser’s Warranty will include an amount for all reasonable costs incurred by Completion Date save where such change is required in order to ensure that the Sellers in connection relevant accounts comply with the determination, prevention or limitation of any loss or damage resulting from or arising relevant GAAP applicable as a result of any breach of a Purchaser’s Warranty and, in particular but without limitation, will include all legal and other similar costs incurred in instructing and retaining professional advisersat the Accounts Date.