Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.2.2 The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering and all other matters and arrangements referred to or contemplated by this Agreement. 5.2.3 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and/or repeated as at: (i) the date on which the Hong Kong Public Offering Documents are registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance; (ii) the Prospectus Date; (iii) the Acceptance Date; (iv) the Price Determination Date; (v) immediately prior to the Applicable Time (as defined in the International Underwriting Agreement); (vi) the time immediately prior to the delivery by the Hong Kong Underwriters of duly completed Application Forms and the time of payment for the Hong Kong Offer Shares to be taken up; (vii) the date of the announcement of the results of allocation in the Hong Kong Public Offering; (viii) immediately prior to 8:00 a.m. on the Listing Date; (ix) the date on which all the Conditions are fulfilled or waived in accordance therewith; (x) the day(s) on which the Over-allotment Option is(are) exercised or expired; and (xi) the day(s) of settlement in respect of any exercise of the Over-allotment Option, in each case with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties. 5.2.4 Each of the Warrantors undertakes to notify in writing to each of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and the Hong Kong Underwriters forthwith of any matter or event coming to their respective attention at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 which shows any of the Warranties to be or to have been untrue or inaccurate or breached or misleading or if it becomes aware of any circumstances which would or can reasonably be expected to cause any of the Warranties to be untrue or inaccurate or breached or misleading in any material respect, and shall take such steps as may be reasonably requested by the Sole Sponsor and the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) to remedy the same. 5.2.5 If any matter or event referred to in Clause 5.2.4 shall have occurred, nothing herein shall prejudice any rights that the Sole Sponsor, the Sole Global Coordinator or any of the Hong Kong Underwriters may have in connection with the occurrence of such matter or event, including without limitation its rights under Clause 8. 5.2.6 The Warrantors, in respect of their respective Warranties, shall not, and shall procure that each of their respective Affiliates, the Company and the Group Company will not: (i) do or omit to do anything or permit to occur any event which would or might render or cause, and will use their respective best efforts not to permit, any of the Warranties to be untrue, inaccurate or misleading, or breached in any respect at or prior to any time referred to in Clause 5.2.3 (assuming such Warranties to be repeated at such times with reference to the facts and circumstances then subsisting); (ii) at any time immediately prior to the commencement of dealings in the Offer Shares on the Stock Exchange enter into any contract or commitment of an unusual or onerous nature, whether or not that contract or commitment, if entered into prior to the date hereof, would constitute a material contract or a material commitment for the purpose of the Prospectus; or (iii) do or omit to do anything or permit to occur any event which would or could materially and adversely affect the Global Offering. 5.2.7 For the purpose of this Clause 5: (i) if an amendment or supplement to the Offer Documents is published after the date hereof, Warranties relating to the Offer Documents given pursuant to this Clause 5 shall be deemed to be repeated on the date of publication of such amendment or supplement, and when so repeated, Warranties relating to such documents shall be read and construed subject to the provisions of this Agreement as if the references therein to such documents means such documents when read together with such amendment or supplement; and (ii) the benefit of the Warranties contained in this Agreement may be assigned in whole or in part by any of the Hong Kong Underwriters to any of their respective Affiliates, and their respective directors, officers, employees, agents and sub-underwriters but save as aforesaid and as provided in Clause 9.3.2, no party hereto shall assign or transfer any of its rights or obligations under this Agreement. 5.2.8 Notwithstanding that any of the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner and the Hong Kong Underwriters has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights of the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner and the Hong Kong Underwriters under this Clause 5 shall not be prejudiced by such knowledge, investigation and/or enquiry.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Rights in relation to the Warranties. 5.2.1 (A) Each of the Warranties Warranty shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty of the Warranties or any other term of this Agreement.
5.2.2 (B) The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering and all other matters and arrangements referred to or contemplated by this AgreementHong Kong Public Offering.
5.2.3 (C) The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at on the date of this Agreement. In addition, the Warranties shall be deemed to be given repeated on and/or repeated and as at:
(i) the date on which the Hong Kong Public Offering Documents are Prospectus is registered by the Registrar of Companies in Hong Kong as required by section 342C 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance;
(ii) the Prospectus Acceptance Date;
(iii) the Acceptance Date;
(iv) the Price Determination Date;
(viv) immediately prior to the Applicable Time (as defined in the International Underwriting Agreementcase of clause 5(F);
, (vi1) the time immediately prior to the delivery by the Hong Kong Underwriters of duly completed Application Forms and the time of (2) payment for the Hong Kong Offer Shares to be taken up;
(viiv) the date of the announcement of the results of allocation in the Hong Kong Public Offering;Closing; and
(viiivi) immediately prior to 8:00 a.m. commencement of dealings in the Offer Shares on the Listing Date;
(ix) the date on which all the Conditions are fulfilled or waived in accordance therewith;
(x) the day(s) on which the Over-allotment Option is(are) exercised or expired; and
(xi) the day(s) of settlement in respect of any exercise of the Over-allotment OptionHong Kong Stock Exchange, in each case case, with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties.
5.2.4 (D) Each of the Warrantors Company, China Netcom Group and CNC BVI undertakes to notify in writing give notice to the Joint Global Coordinators and each of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and the Hong Kong Underwriters forthwith of any matter or event coming to their respective its attention at any time on or prior to the last date of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 clause 10(C) which shows any of the Warranties to be or to have been untrue or untrue, inaccurate or breached or misleading or if breached, or of any circumstances it becomes aware of any circumstances which would or can reasonably be expected to cause any of the Warranties to be untrue untrue, inaccurate, misleading or breached.
(E) If at any time, by reference to the facts and circumstances then subsisting, prior to the last of the dates on which the Warranties are deemed to be repeated pursuant to the provisions of clause 10(C), any matter or event comes to the attention of the Company, China Netcom Group, CNC BVI or any of the Hong Kong Underwriters which:
(i) would or might result in any of the Warranties, if repeated immediately after the occurrence of such matter or event, being untrue, inaccurate or breached misleading; or
(ii) would or might render untrue, inaccurate or misleading any statement, whether of fact or opinion, contained in any of the Hong Kong Offering Documents or the Formal Notice if the same were issued immediately after the occurrence of such matter or event; or
(iii) would or might result in the omission of any fact which is material respectfor disclosure or required by applicable Law to be disclosed in the Hong Kong Offering Documents or the Formal Notice if the same were issued immediately after occurrence of such matter or event; or
(iv) would or might result in any breach of the Warranties or any circumstances giving rise to a claim under any of the indemnities as contained in, or given pursuant to, this Agreement, the Company, China Netcom Group, CNC BVI or such Hong Kong Underwriter (as the case may be) shall forthwith notify the Joint Global Coordinators and each of the Hong Kong Underwriters and the Company (as the case may be) and, but without prejudice to any other rights of any party, the Company and the Joint Global Coordinators on behalf of the Hong Kong Underwriters shall forthwith consult with a view to agreeing, if the Prospectus has already been registered with the Registrar of Companies in Hong Kong or distributed (as the case may be), what announcement or circular or document, if any, should be issued, published, distributed or made available or what other act or thing should be done. Each of the Company, China Netcom Group and CNC BVI agrees not to, and shall take to procure its affiliates not to, issue, publish, distribute or make publicly available any such steps as may be reasonably requested by announcement, circular or document without the Sole Sponsor and prior written consent of the Sole Joint Global Coordinator Coordinators (for itself themselves respectively and on behalf of the Hong Kong Underwriters), except as required by applicable laws or regulations or rules of the relevant stock exchange, in which case the Company, China Netcom Group and CNC BVI shall first consult the Joint Global Coordinators (for themselves respectively and on behalf of the Hong Kong Underwriters) to remedy the samebefore such issue, publication or distribution.
5.2.5 If any matter or event referred to in Clause 5.2.4 shall have occurred, nothing herein shall prejudice any rights that the Sole Sponsor, the Sole Global Coordinator or any (F) Each of the Hong Kong Underwriters may have in connection with the occurrence of such matter or eventCompany, including without limitation its rights under Clause 8.
5.2.6 The Warrantors, in respect of their respective Warranties, shall China Netcom Group and CNC BVI will not, and shall will procure that each none of their respective Affiliates, the Company and the Group Company will notits affiliates will:
(i) do or omit to do anything or permit to occur any event which would or might render or cause, and will use their respective best efforts not to permit, may cause any of the Warranties to be untrue, inaccurate or misleadinginaccurate, misleading or breached in any respect at or any time immediately prior to any time referred to the commencement of dealings in Clause 5.2.3 the Offer Shares on the Hong Kong Stock Exchange (assuming such Warranties to be repeated at such times the relevant time with reference to the facts and circumstances then subsisting);; or
(ii) at any time immediately prior to the commencement of dealings in the Offer Shares on the Hong Kong Stock Exchange Exchange, enter into any contract or commitment of an unusual or onerous nature, whether or not that contract or commitmentcontract, if entered into prior to the date hereof, would constitute a material contract or a material commitment for the purpose of the Prospectus; orProspectus or any other Hong Kong Offering Documents.
(iiiG) do Save and except for any loss or omit damage finally judicially determined to do anything have arisen out of any gross negligence, wilful default or permit to occur fraud on the part of any event which would or could materially of the Joint Global Coordinators, the Joint Sponsors and adversely affect the Global Offering.
5.2.7 For the purpose of this Clause 5:
(i) if an amendment or supplement to the Offer Documents is published after the date hereofHong Kong Underwriters, Warranties relating to the Offer Documents given pursuant to this Clause 5 no claim shall be deemed to be repeated on made against the date of publication of such amendment Joint Global Coordinators, the Joint Sponsors or supplement, and when so repeated, Warranties relating to such documents shall be read and construed subject to the provisions of this Agreement as if the references therein to such documents means such documents when read together with such amendment or supplement; and
(ii) the benefit of the Warranties contained in this Agreement may be assigned in whole or in part by any of the Hong Kong Underwriters or any of them or against any other Indemnified Person referred to in clause 13 by the Company, China Netcom Group, CNC BVI or any of their respective Affiliatesaffiliates, and their respective directorsto recover any damage, officerscost, employeescharge or expense which the Company, agents and sub-underwriters but save as aforesaid and as provided in Clause 9.3.2China Netcom Group, no party hereto shall assign CNC BVI or transfer any of its rights the Directors or obligations under this Agreement.
5.2.8 Notwithstanding that any of the Sole Sponsorrespective affiliates of the Company, China Netcom Group or CNC BVI may suffer or incur by reason of or arising out of the Sole carrying out by the Joint Global Coordinator, Coordinators or the Sole Bookrunner and Joint Sponsors or the Hong Kong Underwriters has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights any of them of the Sole Sponsor, work to be done by the Sole Joint Global Coordinator, Coordinators or the Sole Bookrunner and Joint Sponsors or the Hong Kong Underwriters under this Clause 5 or any of them pursuant hereto or the performance of their respective obligations hereunder or otherwise in connection with the Hong Kong Offering Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or financial adviser or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Joint Global Coordinators or the Joint Sponsors or the Hong Kong Underwriters shall not be prejudiced by such knowledge, investigation and/or enquiryhave any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares.
Appears in 1 contract
Samples: Underwriting Agreement (China Netcom Group CORP (Hong Kong) LTD)
Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty of the Warranties or any other term of this Agreement.
5.2.2 The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering and all other matters and arrangements referred to or contemplated by this AgreementOffering.
5.2.3 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and/or repeated and as at:
(i) the date on which the Hong Kong Public Offering Documents are registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) OrdinanceFinal Offering Circular;
(ii) the Prospectus Date;
(iii) the Acceptance Date;
(iv) the Price Determination Date;
(v) immediately prior to the Applicable Time (as defined in the International Underwriting Agreement);
(vi) the time immediately prior to the delivery by the Hong Kong Underwriters of duly completed Application Forms and the time of payment for the Hong Kong Offer Shares to be taken up;
(vii) the date of the announcement of the results of allocation in the Hong Kong Public Offering;
(viii) immediately prior to 8:00 a.m. on the Listing Force Majeure Expiry Date;
(ixiii) the date on which all the Conditions are fulfilled or waived in accordance therewith;
(x) the day(s) on which the Over-allotment Option is(are) exercised or expiredClosing Time of Delivery; and
(xiiv) the day(s) each Option Time of settlement in respect of any exercise of the Over-allotment OptionDelivery [unless a notice is given pursuant to Clause 9.2], in each case with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties.
5.2.4 Each of the Warrantors undertakes to notify in writing give notice to each of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and the Hong Kong International Placing Underwriters forthwith of any matter or event coming to their respective attention at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 which shows any of the Warranties to be or to have been untrue or inaccurate or breached breached.
5.2.5 If at any time on or misleading prior to Completion, by reference to the facts and circumstances then subsisting, any matter or if it becomes aware event comes to the attention of any circumstances which would or can reasonably be expected to cause any of the Warranties to be Warrantors which:
(i) would or might result in any of the Warranties, if repeated immediately after the occurrence of such matter or event, being untrue or inaccurate or breached breached; or
(ii) would or might render untrue, inaccurate or misleading any statement, whether of fact or opinion, contained in the Public Offer Documents, the Formal Notice or the Placing Documents or any of them if the same were issued immediately after the occurrence of such matter or event; or
(iii) would or might result in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in the Public Offer Documents, the Formal Notice or the Placing Documents or any of them (assuming that the relevant documents were to be issued immediately after occurrence of such matter or event); or
(iv) would or might result in any material respectbreach of the representations, warranties or undertakings given by any of the Warrantors or any circumstances giving rise to a claim under any of the indemnities as contained in, or given pursuant to, this Agreement, such Warrantor shall forthwith notify and consult the Company (for itself and on behalf of the Selling Shareholder) and HSBC (for itself and on behalf of the other International Placing Underwriters) and shall take such steps as may be reasonably requested by the Sole Sponsor and the Sole Global Coordinator HSBC (for itself and on behalf of the Hong Kong other International Placing Underwriters) to remedy the same.
5.2.5 5.2.6 If any matter or event referred to in Clause 5.2.4 5.2.5 shall have occurred, nothing herein shall prejudice any rights that the Sole Sponsor, the Sole Global Coordinator HSBC or any of the Hong Kong International Placing Underwriters may have in connection with the occurrence of such matter or event, including without limitation limitation, its rights under Clause 89.
5.2.6 The Warrantors, in respect 5.2.7 Each of their respective Warranties, the Company and the Selling Shareholder shall not, and shall procure that each of their respective AffiliatesAffiliates will not, the Company and the Group Executive Directors and the Selling Shareholder shall procure that the Company will not:
(i) do or omit to do anything or permit to occur any event which would or might render or may cause, and will use their respective its best efforts not to permit, any of the Warranties to be untrue, untrue or inaccurate or misleading, or breached in any respect at or prior to any time referred to in Clause 5.2.3 or, if later, Completion (assuming such Warranties to be repeated at such times with reference to the facts and circumstances then subsisting);
(ii) at any time immediately prior to the commencement of dealings in the Offer Shares on the Stock Exchange enter into any contract or commitment of an unusual or onerous nature, whether or not that contract or commitment, if entered into prior to the date hereof, would constitute a material contract or a material commitment for the purpose of the Prospectus; or
(iiiii) do or omit to do anything or permit to occur any event which would or could materially and adversely affect the Global Offering.
5.2.7 5.2.8 For the purpose of this Clause 5:
(i) the representations, warranties, agreements and undertakings shall remain in full force and effect notwithstanding the completion of the purchase of the Offer Shares, the completion of the Global Offering and all other matters and arrangements referred to or contemplated by this Agreement; and
(ii) if an amendment or supplement to the Public Offer Documents, the Formal Notice, the International Placing Documents or any of them is published after the date hereofhereof pursuant to Clause 6.1.1(x) or clause 6.1.1(x) of the Public Offer Underwriting Agreement (as the case may be), Warranties representations warranties, agreements and undertakings relating to the Offer Documents any such documents given pursuant to this Clause 5 shall be deemed to be repeated on the date of publication of such amendment or supplement, supplement and when so repeated, Warranties representations, warranties, agreements and undertakings relating to such documents shall be read and construed subject to the provisions of this Agreement as if the references therein to such documents means such documents when read together with such amendment or supplement; and
(ii) the benefit of the Warranties contained in this Agreement may be assigned in whole or in part by any of the Hong Kong Underwriters to any of their respective Affiliates, and their respective directors, officers, employees, agents and sub-underwriters but save as aforesaid and as provided in Clause 9.3.2, no party hereto shall assign or transfer any of its rights or obligations under this Agreement.
5.2.8 Notwithstanding that any of the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner and the Hong Kong Underwriters has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights of the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner and the Hong Kong Underwriters under this Clause 5 shall not be prejudiced by such knowledge, investigation and/or enquiry.
Appears in 1 contract
Samples: International Underwriting Agreement (Nam Tai Electronics Inc)
Rights in relation to the Warranties. 5.2.1 (A) Each of the Warranties Warranty shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty of the Warranties or any other term of this Agreement.
5.2.2 (B) The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering and all other matters and arrangements referred to or contemplated by this AgreementHong Kong Public Offering.
5.2.3 (C) The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given repeated on and/or repeated and as at:
(i) the date on which the Hong Kong Public Offering Documents are Prospectus is registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance;
(ii) the Prospectus Acceptance Date;
(iii) the Acceptance Date;
(iv1) the Price Determination Date;
(v) immediately prior to the Applicable Time (as defined in the International Underwriting Agreement);
(vi) the time immediately prior to the delivery by the Hong Kong Underwriters of duly completed Application Forms and the time of (2) payment for the Hong Kong Offer Shares to be taken up, respectively, pursuant to clause 5(F);
(viiiv) the date of the announcement of the results of allocation in the Hong Kong Public Offering;
(viii) immediately prior to 8:00 a.m. on the Listing Price Determination Date;
(ixv) the time and date on which all the Conditions are fulfilled or waived detailed in accordance therewith;
(x) the day(s) on which the Over-allotment Option is(are) exercised or expiredclause 12(A); and
(xivi) the day(s) of settlement in respect of any exercise of the Over-allotment OptionClosing, in each case case, with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties.
5.2.4 (D) Each of the Warrantors Company and the Selling Shareholder undertakes to notify in writing give notice to the Joint Global Coordinators and each of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and the Hong Kong Underwriters forthwith of any matter or event coming to their respective its attention at any time on or prior to the last date of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 clause 10(C) which shows any of the Warranties to be or to have been untrue untrue, inaccurate or inaccurate misleading or breached or misleading or if it becomes aware of any circumstances which would or can reasonably be expected to cause any of the Warranties to be untrue untrue, inaccurate, misleading or breached.
(E) If at any time, by reference to the facts and circumstances then subsisting, prior to the last of the dates on which the Warranties are deemed to be repeated pursuant to the provisions of clause 10(C), any matter or event comes to the attention of the Company, the Selling Shareholder or any of the Hong Kong Underwriters as a result of which any of the Warranties, if repeated immediately after the occurrence of such matter or event, would be untrue, inaccurate or breached or misleading in any material respectrespect or which would or might render untrue, inaccurate or misleading in any material respect any statement, whether of fact or opinion, contained in any of the Hong Kong Offering Documents or the Formal Notice if the same were issued immediately after the occurrence of such matter or event, the Company, the Selling Shareholder or such Hong Kong Underwriter (as the case may be) shall forthwith notify the Joint Global Coordinators and shall take such steps as may be reasonably requested by each of the Sole Sponsor Hong Kong Underwriters and the Sole Company (as the case may be) and, but without prejudice to any other rights of any party, the Company and the Joint Global Coordinator Coordinators on behalf of the Hong Kong Underwriters shall forthwith consult with a view to agreeing, if the Prospectus has already been registered with the Registrar of Companies in Hong Kong or distributed (as the case may be), what announcement or circular or document, if any, should be issued, published, distributed or made available or what other act or thing should be done. Each of the Company and the Selling Shareholder agrees not to issue, publish, distribute or make publicly available any such announcement, circular or document without the prior written consent (which consent shall not be unreasonably withheld) of the Joint Global Coordinators (for itself themselves respectively and on behalf of the Hong Kong Underwriters), except as required by applicable laws or regulations or rules of the relevant stock exchange, in which case the Company and the Selling Shareholder shall first consult the Joint Global Coordinators (for themselves respectively and on behalf of the Hong Kong Underwriters) to remedy the samebefore such issue, publication or distribution.
5.2.5 If any matter or event referred to in Clause 5.2.4 shall have occurred, nothing herein shall prejudice any rights that the Sole Sponsor, the Sole Global Coordinator or any (F) Each of the Hong Kong Underwriters may have in connection with the occurrence of such matter or event, including without limitation its rights under Clause 8.
5.2.6 The Warrantors, in respect of their respective Warranties, shall not, and shall procure that each of their respective Affiliates, the Company and the Group Company Selling Shareholder will not, and will, so far as it is reasonably able to do so, procure that none of its affiliates will:
(i) do or omit to do anything or permit to occur any event which would or might render or cause, and will use their respective best efforts not to permit, may cause any of the Warranties to be untrue, inaccurate or misleadinginaccurate, misleading or breached in any respect at or any time immediately prior to any time referred to the commencement of dealings in Clause 5.2.3 the Offer Shares on the Hong Kong Stock Exchange (assuming such Warranties representations or warranties to be repeated at such times the relevant time with reference to the facts and circumstances then subsisting);; or
(ii) at any time immediately prior to the commencement of dealings in the Offer Shares on the Hong Kong Stock Exchange enter into any contract or commitment of an unusual or onerous nature, whether or not that contract or commitmentcontract, if entered into prior to the date hereof, would constitute a material contract or a material commitment for the purpose of the Prospectus; orProspectus or other Hong Kong Offering Documents.
(iiiG) do Save and except for any loss or omit to do anything or permit to occur any event which would or could materially damage arising (and adversely affect the Global Offering.
5.2.7 For the purpose of this Clause 5:
(i) if an amendment or supplement to the Offer Documents is published after extent as such loss or damage arose) primarily out of any gross negligence, wilful default or fraud on the date hereofpart of any of the Joint Global Coordinators, Warranties relating to the Offer Documents given pursuant to this Clause 5 Joint Sponsors and the Hong Kong Underwriters, no claim shall be deemed to be repeated on made against the date of publication of such amendment Joint Global Coordinators, the Joint Sponsors or supplement, and when so repeated, Warranties relating to such documents shall be read and construed subject to the provisions of this Agreement as if the references therein to such documents means such documents when read together with such amendment or supplement; and
(ii) the benefit of the Warranties contained in this Agreement may be assigned in whole or in part by any of the Hong Kong Underwriters or any of them or against any other Indemnified Person referred to in clause 13 by the Company, the Selling Shareholder or any of their respective Affiliatesaffiliates, and their respective directorsto recover any damage, officerscost, employeescharge or expense which the Company, agents and sub-underwriters but save as aforesaid and as provided in Clause 9.3.2, no party hereto shall assign the Selling Shareholder or transfer any of its rights the Directors or obligations under this Agreement.
5.2.8 Notwithstanding that any of the Sole Sponsor, respective affiliates of the Sole Company or the Selling Shareholder may suffer or incur by reason of or arising out of the carrying out by the Joint Global Coordinator, Coordinators or the Sole Bookrunner and Joint Sponsors or the Hong Kong Underwriters has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights any of them of the Sole Sponsor, work to be done by the Sole Joint Global Coordinator, Coordinators or the Sole Bookrunner and Joint Sponsors or the Hong Kong Underwriters under this Clause 5 or any of them pursuant hereto or the performance of their respective obligations hereunder or otherwise in connection with the Hong Kong Offering Documents, the Global Offering and any associated transactions (whether in performance of its duties as underwriter or financial adviser or otherwise). Specifically (but without prejudice to the generality of the foregoing), none of the Joint Global Coordinators or the Joint Sponsors or the Hong Kong Underwriters shall not be prejudiced by such knowledge, investigation and/or enquiryhave any liability or responsibility whatsoever for any alleged insufficiency of the Offer Price or any dealing price of the Offer Shares.
Appears in 1 contract
Samples: Underwriting Agreement (China Life Insurance Co LTD)
