Common use of Seller Warranties Clause in Contracts

Seller Warranties. 9.1 The Seller hereby warrants to the Purchaser that each of the Seller’s Warranties as set out in Schedule 7 (Seller’s Warranties) is true and accurate as at the Signing Date (by reference to the facts and circumstances existing as at the time of Signing). 9.2 Immediately prior to and at Completion, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser or a member of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breach.

Seller Warranties. 9.1 The 14.1 Subject to Completion and the provisions of this clause 14, the Seller hereby represents and warrants to the Purchaser that each of the Seller’s Seller Warranties as set out in Schedule 7 (Seller’s Warranties) is true and accurate as at on the Signing Date (by reference to the facts and circumstances existing as at the time of Signing). 9.2 Immediately prior to and at Completion, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to on the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser or a member of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 14.2 The Purchaser acknowledges and agrees that the Seller’s Seller Warranties are the only warrantiesrepresentations, express warranties or implied, given other assurances of any kind on which the Purchaser may rely in entering into this Agreement. No statement made or information provided by or on behalf of the Seller Seller, the Subsidiaries or any of their affiliates or advisors can be regarded as a representation, warranty or other member assurance of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreementskind. 9.5 In 14.3 Subject to the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is givenlimitations of clauses 14.4 through 14.6, or in the event of a breach of one (1) or more of the Seller’s Warrantiesany Seller Warranty, the Seller shall, subject at the direction of the Purchaser, pay to the limitations set out in this Agreement and as Purchaser or any other designated person, at the option of the Purchaser’s sole and exclusive remedy for such breach, compensate an amount equal to: (A) the amount necessary to place the Purchaser for all Losses and the Subsidiaries in the position in which each of them would have been if the relevant breach had not occurred; or (B) the actual amount of damage (xxxxxx) suffered or incurred by the Purchaser or any Affiliate Purchaser. 14.4 The aggregate liability of the Purchaser Seller pursuant to this clause 14 shall not exceed €1,000,000. 14.5 The Purchaser’s right to claim compensation for damage for a breach of one or more of the Seller Warranties lapses on the earlier of (it being understood that any Losses suffered by any EDS Entity as i) six months after the Signing Date and (ii) the moment on which the Seller dissolves, unless prior to the relevant expiry date valid notice of a result of such breach will for this purpose be deemed to also be Losses suffered valid claim has been given by the Purchaser to the Seller in accordance with clause 14.6. 14.6 If the Purchaser becomes aware of anything that constitutes or may constitute a breach of or may be inconsistent with the Seller Warranties, the Purchaser will give immediate written notice to the Seller of all the relevant facts known at the time to the Purchaser) as a result thereof. The Purchaser shall not be able have no right to claim specific performance with respect damages if the Purchaser has not initiated legal proceedings against the Seller within two months after the lapse of the relevant limitation period referred to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breachclause 14.3.

Seller Warranties. 9.1 6.1 Prior to the Signing Date, the Purchaser has conducted a due diligence review regarding the Company (the “Due Diligence Review”). In connection therewith, the Purchaser and its advisors have had access to the Disclosure Material. 6.2 The Seller hereby warrants makes to the Purchaser that each of the Seller’s Seller Warranties as set out contained in Schedule 7 (Seller’s Warranties) is 6, which are, save as provided in Clause 6.4 below, true and accurate as at of the Signing Date (by reference to date hereof and, save as provided in Clause 6.4 below, true and accurate as of the facts and circumstances existing as at the time of Signing)Bring-Down Date. 9.2 Immediately prior to 6.3 The Seller and at Completionthe Purchaser acknowledge that the Seller Warranties are completely autonomous promises and substitute, without being subject to, in any respect, the discipline of the warranties of the seller provided for by the Code. As a particular consequence, inter alia, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding liable for any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise Loss arising due to a breach of any of the Seller’s Seller Warranties (other than subject to the Fundamental Warrantieslimitations of liability set out in this Agreement) pursuant to the terms and conditions provided for in this Agreement (including, without limitation, this Clause 6 and Clauses 7 and 8 below), without being subject to or limited by, under any respects or circumstances, articles 1495 and 1497 of the Code, it being understood that the validity and enforceability of such obligation in strict compliance with the provisions hereof constitutes an essential and determining factor of the Purchaser’s consent to purchase the Quota on the terms and conditions set out in this Agreement. 6.4 Each Seller Warranty is given subject to all facts, matters and information Disclosed (or deemed to be Disclosed) in the Disclosure Letter. For the avoidance of doubt: (i) information contained in the Disclosure Letter is required to meet the standard of Disclosure set out in Clause 1.1 of this Agreement in order to be considered to be considered Disclosed for the purposes of this Agreement; (ii) the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach have been Disclosed and (iii) the contents of all other Schedules of this Agreement shall not be considered Disclosed for the purposes of this Agreement and therefore shall neither limit nor exclude the liability of the Seller. 6.5 Each Seller Warranty shall be given on the Bring-Down Date subject to all facts, matters and information Disclosed in the Bring-Down Disclosure Letter and, accordingly, the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach in respect of matters which occur following the execution of this Agreement are Disclosed in the Bring-Down Disclosure Letter and the Purchaser (having reviewed all due diligence reports prepared for acting reasonably) accepts in writing such additional Disclosure. It is acknowledged and on behalf agreed by the Seller that the only matters which may be validly Disclosed in the Bring-Down Disclosure Letter will be facts, matters or circumstances which occurred following the execution of this Agreement 6.6 If, between the Signing Date and the Completion Date, the Seller becomes aware of the Purchaser occurrence - following the Signing Date - of any events or a member circumstances which may cause any of the Seller Warranties to become untrue or misleading, the Seller shall Disclose such matters to the Purchaser in writing as soon as reasonably practicable following the Seller becoming aware of any such events or circumstances. 6.7 Unless expressly provided in this Agreement, each of the Seller Warranties shall be separate and independent and shall not be limited by reference to any other Seller Warranty, Clause, paragraph or other section of this Agreement. 6.8 It is further acknowledged and agreed by the Seller that the fraudulent or wilful concealment by any one of Xxxxx Xxxxxxxx, Xxxxx XxXxxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx at the date of this Agreement of any matter which occurred prior to execution of this Agreement and which would or might reasonably be expected to result in a breach of Warranty and Loss to the Company in excess of EUR 500,000 and of which the Purchaser becomes aware prior to the Completion Date shall entitle the Purchaser’s Group , on written notice to the Seller, to terminate this Agreement (as well as the Oss SPA) prior to Completion and effective as at the date of the termination notice, and the parties shall be fully released from any of their respective all obligations hereunder, except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below, and in any event without prejudice to any right of, or remedy available to, either party in connection with the Transaction and made available to breach by the Purchaser other party of any of its obligations hereunder occurred prior to the Signing Date) or any member date of the Purchaser’s Group has Actual Knowledge termination of the matterthis Agreement. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breach.

Seller Warranties. 9.1 6.1 The Seller hereby represents and warrants within the scope and subject to the Purchaser that each of the Seller’s Warranties as limitations set out in Schedule 7 6 (Seller’s and the limitations set out in the Tax Indemnity (Schedule 8) insofar as they are expressed to apply to the Tax Warranties) is true that the statements set forth in the Warranties as stated in Schedule 5 and accurate Part B of Schedule 8 are complete and correct as at of the Signing Date date of this Agreement. 6.2 None of the limitations in this clause 6, Schedule 6 or in the Tax Indemnity (by reference to Schedule 8) shall limit the facts liability of the Seller for wilful misconduct, severe gross negligence and circumstances existing as at the time of Signingfraud (Vorsatz, xxxxx xxxxx Fahrlässigkeit und Arglist). 9.2 Immediately prior to and at Completion, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser or a member of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 6.3 The Purchaser acknowledges and agrees that that, except as provided under the Seller’s Warranties are or the only warrantiesTax Indemnity, express no other statement, promise or implied, given forecast made by or on behalf of the Seller or any other member of the Seller’s Seller Group in connection with the Disentanglement or the Transaction under this Agreement or Target Companies may form the basis of any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred Claim by the Purchaser or any Affiliate other member of the Purchaser Group (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by including, after the PurchaserClosing, the Target Companies) as a result thereof. The Purchaser shall not be able to claim specific performance under or in connection with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document. In particular, the Seller does not make any representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or opinion provided to the Purchaser, its Affiliates or to its or their advisors on or before the date of this Agreement (including any documents in the Data Room). In addition to and not in limitation of the limitations set forth in Schedule 6 and Schedule 8 but with the exception of any claim under Part A of Schedule 3, no Claim made under or claim made in connection with this Agreement shall require the Seller to pay an amount to the Purchaser in excess of the Purchase Price plus the balance of the Inter-Company Loan Payables less the Inter-Company Loan Receivables. 6.4 Except as otherwise explicitly stated in Schedule 5 and Part B of Schedule 8, the Warranties shall be deemed to be repeated immediately before Closing by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the date of Closing. 6.5 Except in the case of wilful misconduct, gross negligence and fraud and as against any individual or entity who has acted fraudulently, the Seller agrees and undertakes with the Purchaser that neither it nor any other member of the Seller Group has any rights against, and will waive and shall not make any claim against, any director, officer, employee, adviser or agent of: (i) any of the Target Companies; or (ii) any member of the Purchaser Group, on whom the Seller may have relied before agreeing to any term of this Agreement or any other Transaction Document or before entering into this Agreement or any other Transaction Document. With regard to statements, promises, forecasts or disclosures made or omitted by persons assisting the Purchaser in the performance of its duties (Erfüllungsgehilfen) any liability of the Purchaser Group for such persons shall be excluded. 6.6 Except in the case of wilful misconduct, gross negligence and fraud and as against any individual or entity who has acted fraudulently, the Purchaser agrees and undertakes with the Seller that neither it nor any other member of the Purchaser Group has any rights against, and will waive and shall not make any claim against, any director, officer, employee, adviser or agent of any member of the Seller Group, on account whom the Purchaser may have relied before agreeing to any term of this Agreement or any other Transaction Document or before entering into this Agreement or any other Transaction Document. With regard to statements, promises, forecasts or disclosures made or omitted by persons assisting the Seller in the performance of its duties (Erfüllungsgehilfen) any liability of the Seller Group for such breachpersons shall be excluded. 6.7 Notwithstanding clause 26, the provisions of clauses 6.5 and 6.6 may be relied upon and enforced by each individual or entity for whose benefit it is expressed or intended to be given. 6.8 The provisions of Schedule 6 shall apply with regard to certain Claims as set out therein. 6.9 The Seller undertakes to notify the Purchaser in writing promptly if it or any other member of the Seller Group becomes aware of any circumstance which would cause any Warranty to become untrue or inaccurate or misleading in any material respect. 6.10 To the extent permitted by law, all claims and remedies other than those explicitly provided for in this Agreement, are, irrespective of their nature, amount and legal basis, hereby expressly waived and excluded. In particular, but without limitation, the Parties shall have no rights of (i) withdrawal (Rücktritt), (ii) rescission (Wandlung), (iii) challenge of this Agreement on the grounds of error (Irrtumsanfechtung) or laesio enormis, or (iv) any other form of reversal or avoidance (Rückabwicklung, Anfechtung) of this Agreement, nor any claims against the other Party or its respective representatives, agents and/or advisers as a result of any mistake (Irrtum) about or disappearance (Wegfall) of the basis of the transaction (Geschäftsgrundlage) or as a result of a breach of any pre-contractual duties (culpa in contrahendo) and/or any liability in tort (Deliktshaftung). Furthermore, it is explicitly agreed by the Parties that the assumption set forth in Article 924 second sentence of the Austrian Civil Code (ABGB) does not apply. This clause 6.10 shall not limit the liability of a Party for wilful misconduct or fraud (Vorsatz und Arglist).

Seller Warranties. 9.1 a. The Seller hereby warrants and each member of the Ownership Group, jointly and severally, make to the Purchaser that each of the Seller’s Warranties as representations and warranties set out in Schedule 7 (Seller’s Warranties) is true and accurate as at the Signing Date (by reference to the facts and circumstances existing as at the time of Signing)3. 9.2 Immediately prior to b. The Seller and at Completion, each member of the Seller shall be deemed to Ownership Group jointly and severally represent and warrant to the Purchaser that (i) each of the Fundamental Seller Warranties is true, accurate and correct on the Effective Date; and (ii) except for those Seller Warranties that speak as of a specific date or time (which need be true and correct only as of such date or time), each of the Seller Warranties is true, accurate and correct as at Completion (of the Closing Date. c. The Seller and each member of the Ownership Group accepts that the Purchaser is entering into this Agreement in reliance on the representations and warranties in the Seller Warranties, made with the intention of inducing the Purchaser to enter into this Agreement, and that accordingly the Purchaser has been induced to enter into this Agreement by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to Seller Warranties. d. Each of the “Signing date”, “date of Signing”, that reference is to Seller Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the Completion Dateterms of any other Seller Warranty. 9.3 e. The Seller’s rights and benefits of the Seller Warranties may be assigned (other than the Fundamental Warrantiestogether with any cause of action arising in connection with any Seller Warranty, indemnity or covenant) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding Purchaser to any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable person who is a successor in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser title or a member Affiliate of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and f. Except as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance otherwise provided with respect to any breach of particular warranty appearing on Schedule 3, any reference to the Seller’s knowledge in the Seller Warranties nor to terminate or rescind this Agreement or any Transaction Document on account shall mean the actual knowledge of such breachthe following individuals: Gay Bxxxx, Axxxx Xxxxx and Rxxx Xxxxxx.

Seller Warranties. 9.1 5.1. The Seller hereby warrants Sellers jointly and severally warrant to the Purchaser Buyer in relation to each of the Group Companies that the Warranties are true and accurate in all respects at the date of this Agreement save that the Sellers shall be deemed not to be in breach of the Warranties to the extent of any matters Disclosed. 5.2. Where any Warranty refers or relates to the Company, for the purposes of this clause 5 and the Warranties only, it shall be deemed to mean the Group Companies or each or any of them as the context requires, so that each of the Seller’s Warranties as is given in relation to each Group Company. 5.3. Each of the Warranties is a separate and independent Warranty and is not limited or restricted by reference to any other Warranty or any other term of this Agreement other than those limitations set out in this clause 5 and in Schedule 7 6 of this Agreement so that the Buyer shall have a separate claim and right to action in respect of every breach of every Warranty. 5.4. The Buyer acknowledges and agrees that in entering into this Agreement it has relied only on the Warranties and that it shall have no right or remedy in respect of any representation, warranty, promise or assurance (Seller’s Warrantiesmade by any person whether or not a party to this Agreement) which is true not included in the Warranties other than a fraudulent representation, warranty, promise or assurance. 5.5. The Buyer acknowledges and accurate as at agrees that the Signing Date (by reference only remedy available to it for breach of the Warranties shall be damages, provided that nothing in this clause shall exclude or affect any right or remedy available to the facts and circumstances existing as at the time Buyer in respect of Signing)fraud. 9.2 Immediately 5.6. The Buyer agrees that it has no rights against any Seller Group Company (other than the Sellers) or any present or former employee, director, agent or officer of any Seller Group Company in connection with this Agreement or its subject matter (and to the extent that the Buyer has any such rights, the Buyer hereby waives such rights) and the Buyer undertakes that it shall not make any claim against any Seller Group Company (other than the Sellers) or any present or former employee, director, agent or officer of any Seller Group Company in connection with this Agreement or its subject matter, provided that nothing in this clause shall operate to prevent the Buyer from enforcing rights or making a claim against any Seller Group Company (other than the Sellers) or any present or former employee, director, agent or officer of any Seller Group Company in connection with this Agreement or its subject matter where those rights are available or that claim arises in respect of that person’s own fraud. 5.7. None of the information supplied by any of the Group Companies or its employees, directors, officers, agents or advisers prior to the date of this Agreement to any of the Sellers or their agents, representatives or advisers in connection with the Warranties or any provisions of the Agreement or the contents of the Disclosure Letter or otherwise in relation to the business or affairs of any of the Group Companies, shall be deemed a representation, warranty or guarantee of its accuracy by the relevant person in favour of the Sellers and at Completionshall not constitute a defence to any claim by the Buyer against the Sellers under the Warranties and the Sellers unconditionally and irrevocably waive any and all claims which they might otherwise have against any of the Group Companies and their respective employees, directors, officers, agents or advisers in respect of such information and hereby undertakes not to make any claims against or pursue any action to join in as a third party or seek a contribution or indemnity from any such person. 5.8. The Sellers agree that if any of the Key Warranties is breached, found to be untrue, inaccurate or misleading then, without prejudice to any other rights and remedies which the Buyer may have, the Seller Sellers will in full and final settlement pay to the Buyer the sum which if paid to the Company and the Subsidiaries would be necessary to put the Company and the Subsidiaries (as the case may be) into an equivalent position to the one in which it would have been, had the circumstances rendering the Key Warranty untrue, inaccurate or misleading not existed, together with all reasonable costs and expenses incurred or sustained by the Buyer and the Company and the Subsidiaries as a result of, or in connection with, the circumstances giving rise to the breach of the Key Warranty or of the Key Warranty being untrue or misleading. 5.9. The Sellers acknowledge that the Buyer is entering into this Agreement in reliance on the Warranties. 5.10. Where a Warranty refers to the knowledge, information, awareness or belief of the Sellers or is expressed to be “so far as the Sellers are aware”, it shall be deemed to warrant be given to the Purchaser that each best of the Fundamental Warranties is true knowledge, information, awareness and accurate as at Completion (by reference belief Dxxxx Xxxxx, Fxxx Xxxx, Exxxxx Xxxxx Xxxxxxx and Kxxxxx Xxxxxxx only and, for the avoidance of doubt, the Sellers shall be under no obligation to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date make enquires of Signing”, that reference is to be construed as a reference to the Completion Dateany other person. 9.3 5.11. The Seller’s provisions of Schedule 6 shall operate to limit the liability of the Sellers under the Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordinglyprovided always that, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member none of the Seller’s Group limitations set out in Schedule 6 shall be liable apply:- 5.11.1. where the liability arises as a result of or in respect connection with any fraud, dishonesty, wilful misconduct/concealment/misstatement/omission/non-disclosure,deliberate concealment or withholding, negligence by or on behalf of any matter giving rise to a of the Sellers, the Company or any of the officers or employees of any Group Company or any agents, advisers or representatives of any Group Company or of the Sellers, or 5.11.2. in the case of breach of any of the Seller’s Warranties contained in paragraph 1.1-1.3 (other than inclusive) of Schedule 5. 5.12. Any liability of the Fundamental WarrantiesSellers for breach of a Warranty which is agreed by the Sellers in writing or in respect of which there is a Final Judgment in favour of the Buyer ("Warranty Liability") shall be satisfied by: 5.12.1. first, a reduction of the Deferred Consideration by an amount equal to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf amount of the Purchaser or a member Warranty Liability until the amount of the Purchaser’s Group Deferred Consideration is reduced to zero; and 5.12.2. thereafter in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred cash payable by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breachSellers.

Seller Warranties. 9.1 8.1 The Seller hereby warrants to the Purchaser that each of of: (A) the Seller’s Seller Warranties as set out in Schedule 7 (Seller’s Warranties) is true and accurate as at the Signing Date date of this Agreement; and (B) the Fundamental Warranties and the Compliance Warranties will be true and accurate at Completion as if they had been repeated at Completion by reference to the facts and circumstances existing as subsisting at that time and on the time of Signing). 9.2 Immediately prior to and at Completion, the Seller shall be deemed to warrant to the Purchaser basis that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an any express or implied reference in a Fundamental any such Seller Warranty to the “Signing date”, “date of Signing”, that reference is to this Agreement shall be construed as substituted by a reference to the Completion Date. 9.3 The Seller’s 8.2 Each of the Seller Warranties shall be construed as separate and independent and (other than except where expressly provided to the Fundamental Warrantiescontrary) are qualified and shall not be limited or restricted by reference to or inference from the Disclosed Information. Accordingly, notwithstanding terms of any other provision Seller Warranty. 8.3 The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of this Agreement, and except for the provisions of Schedule 12 Seller Warranties to be breached if it has been Fairly Disclosed: (Environmental CovenantA) and Schedule 13 in the Signing Disclosure Letter (Tax Mattersor in any document referred to in the Signing Disclosure Letter or delivered or deemed to be delivered with it); or (B) in the Completion Disclosure Letter (or in any document referred to in the Completion Disclosure Letter or delivered or deemed to be delivered with it), neither save that any disclosure made against a Fundamental Warranty in the Completion Disclosure Letter shall not preclude or otherwise restrict in any way whatsoever the Purchaser’s right to terminate this Agreement pursuant to clause 8.5. 8.4 The liability of the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of claim made under any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser or a member of the Purchaser’s Group in connection with the Transaction and made available to the Purchaser prior to the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matter. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, shall be subject to the limitations set out in this Agreement and as the clause 10 (Purchaser’s sole remedies and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document limitations on account of such breachliability).

Seller Warranties. 9.1 6.1 Prior to the Signing Date, the Purchaser has conducted a due diligence review regarding the Company (the “Due Diligence Review”). In connection therewith, the Purchaser and its advisors have had access to the Disclosure Material. 6.2 The Seller hereby warrants makes to the Purchaser that each of the Seller’s Seller Warranties as set out contained in Schedule 7 (Seller’s Warranties) is 5, which are save as provided in Clause 6.4 below, true and accurate as at of the Signing Date (by reference to date hereof and, save as provided in Clause 6.4 below, true and accurate as of the facts and circumstances existing as at the time of Signing)Bring-Down Date. 9.2 Immediately prior 6.3 The Seller and the Purchaser acknowledge that the Seller Warranties are completely autonomous promises and agree that the applicability of sections 7:17 and 7:20 up to and at Completionan including 7:23 of the Dutch Civil Code is hereby excluded. As a particular consequence, inter alia, the Seller shall be deemed to warrant to the Purchaser that each of the Fundamental Warranties is true and accurate as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding liable for any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise Loss arising due to a breach of any of the SellerSeller Warranties pursuant to the terms and conditions and subject to the limitations provided for in this Agreement (including, without limitation, this Clause 6 and Clauses 7 and 8 below), without being subject to or limited by, under any respects or circumstances, the Dutch Civil Code, it being understood that the validity and enforceability of such obligation in strict compliance with the provisions hereof constitutes an essential and determining factor of the Purchaser’s Warranties consent to purchase the Shares on the terms and conditions set out in this Agreement. 6.4 Each Seller Warranty is given subject to all facts, matters and information Disclosed (other than or deemed to be Disclosed) in the Fundamental WarrantiesDisclosure Letter. For the avoidance of doubt: (i) information contained in the Disclosure Letter is required to meet the standard of Disclosure set out in Clause 1.1 of this Agreement in order to be considered to be considered Disclosed for the purposes of this Agreement; (ii) the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach have been Disclosed and (iii) the contents of all other Schedules of this Agreement shall not be considered Disclosed for the purposes of this Agreement and therefore shall neither limit nor exclude the liability of the Seller. 6.5 Each Seller Warranty shall be given on the Bring-Down Date subject to all facts, matters and information Disclosed in the Bring-Down Disclosure Letter and, accordingly, the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach in respect of matters which occur following the execution of this Agreement are Disclosed in the Bring-Down Disclosure Letter and the Purchaser (having reviewed all due diligence reports prepared for acting reasonably) accepts in writing such additional Disclosure. It is acknowledged and on behalf agreed by the Seller that the only matters which may be validly Disclosed in the Bring-Down Disclosure Letter will be facts, matters or circumstances which occurred following the execution of this Agreement. 6.6 If, between the Signing Date and the Completion Date, the Seller becomes aware of the Purchaser occurrence - following the Signing Date - of any events or a member circumstances which may cause any of the Seller Warranties to become untrue or misleading, the Seller shall Disclose such matters to the Purchaser in writing as soon as reasonably practicable following the Seller becoming aware of any such events or circumstances. 6.7 Unless expressly provided in this Agreement, each of the Seller Warranties shall be separate and independent and shall not be limited by reference to any other Seller Warranty, Clause, paragraph or other section of this Agreement. 6.8 It is further acknowledged and agreed by the Seller that the fraudulent or wilful concealment by any of Xxxxx Xxxxxxxx, Xxxxx McComasky, Xxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx at the date of this Agreement of any matter which occurred prior to execution of this Agreement which would or might reasonably be expected to result in a breach of Warranty and a Loss to the Company in excess of EUR 750,000 and of which the Purchaser becomes aware prior to the Completion Date shall entitle the Purchaser’s Group , on written notice to the Seller, to terminate this Agreement (as well as the Verres SPA) prior to Completion and effective as at the date of the termination notice, and the parties shall be fully released from any of their respective all obligations hereunder, except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below, and in any event without prejudice to any right of, or remedy available to, either party in connection with the Transaction and made available to breach by the Purchaser other party of any of its obligations hereunder occurred prior to the Signing Date) or any member date of the Purchaser’s Group has Actual Knowledge termination of the matterthis Agreement. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf of the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations set out in this Agreement and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breach.

Seller Warranties. 9.1 The Subject to Schedule 4 (Limitation of the Seller’s Liability): 9.1.1 the Seller hereby warrants to the Purchaser Buyer on the terms of the Warranties; 9.1.2 TIUK warrants to the Buyer on the terms of the Fundamental Warranties and the Warranties set out in paragraph 2 of Schedule 3 as if all the references to the Seller therein were instead references to the TIUK; and 9.1.3 the Guarantor warrants to the Buyer on the terms of the Warranties set out in paragraph 2 of Schedule 3 as if all the references to the Seller therein were instead references to the Guarantor. 9.2 Subject to Schedule 4 (Limitation of the Seller’s Liability), immediately prior to Completion: 9.2.1 the Seller shall warrant to the Buyer that each Warranty is true and accurate at that time; and 9.2.2 TIUK shall warrant to the Buyer that each of the Seller’s Warranties as set out given by it in Schedule 7 (Seller’s Warranties) clause 9.1.2 is true and accurate as at that time; 9.2.3 the Signing Date (Guarantor shall warrant to the Buyer that each of the Warranties given by it in clause 9.1.3 is true and accurate at that time; in each case by reference to the facts facts, matters and circumstances existing as at the time of Signing). 9.2 Immediately prior to and at Completionthen subsisting and, for this purpose, the Seller relevant Warranties shall be deemed to warrant be repeated immediately prior to the Purchaser that each of the Fundamental Warranties is true and accurate Completion as at Completion (by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an if any express or implied reference in a Fundamental Warranty the Warranties to the “Signing date”, “date of Signing”, that reference is to be construed as this Agreement was replaced by a reference to the Completion Date. If prior to Completion either the Seller or the Guarantor becomes aware of any fact, matter or circumstance which would constitute a breach of the Warranties at Completion he shall promptly give notice to the Buyer of such fact, matter or circumstance. 9.3 The Where any Warranty is given by reference to the knowledge, belief or awareness of the Seller’s Warranties (other than , or any analogous expression, it shall be deemed to be given and qualified by reference to the Fundamental Warranties) are qualified actual knowledge or belief of the directors of the Seller and limited by TIUK having made enquiry only of Xxxxxx XxxXxxxxx, Xxxxxxx Xxx, Xxxx XxXxxxx, Xxxxx Xxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxx and the Disclosed Information. Accordingly, notwithstanding Seller and TIUK shall be deemed not to have any other provision of this Agreementknowledge, belief or awareness, whether actual, imputed, constructive or otherwise and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller actual nor any other member imputed knowledge, belief and awareness of the Seller’s Group employees, agents or advisers shall be liable constitute the actual knowledge, belief or awareness of the Seller or TIUK. 9.4 Each of the Seller and TIUK waives any right or claim it may have against the Company, the Subsidiary or any of their respective directors, officers, employees, agents or professional advisers in respect of any matter giving rise to a breach of any of the Seller’s Warranties (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed all due diligence reports prepared for and on behalf of the Purchaser error or a member of the Purchaser’s Group omission in connection with any information supplied or statement made by them on which the Transaction and made available Seller may have relied before agreeing to any term of this Agreement or the Purchaser prior to Tax Deed or authorising any statement in the Signing Date) or any member of the Purchaser’s Group has Actual Knowledge of the matterDisclosure Letters. 9.4 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warranties, express or implied, given by or on behalf 9.5 Each of the Seller and TIUK waives any rights to seek a contribution from any director, officer, employee, agent or any other member professional adviser of the Seller’s Group Buyer in connection with respect of any claim against the Disentanglement Seller or the Transaction TIUK under this Agreement or any Ancillary Agreements, except for any explicit warranties Agreement. 9.6 The only Warranties given in any respect of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject to the limitations matters concerning Tax are those set out in this Agreement Schedule 3, paragraphs 2(e), 3(e)(v), 3(f), 5, 6(a), 6(b), 9, 14(b), 15(e) and as the Purchaser’s sole and exclusive remedy for such breach, compensate the Purchaser for all Losses suffered or incurred by the Purchaser or any Affiliate of the Purchaser paragraph 16 (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breachTax).

Seller Warranties. 9.1 8.1.1 The Seller hereby represents and warrants to the Purchaser that each of the Seller’s Warranties as statements set out in Part A of Schedule 7 8.1 (Seller’s “Seller Warranties”) is true now and accurate as will at the Signing Date Closing (by reference to the facts and circumstances existing as at the time of Signing)relevant time) be true and accurate. 9.2 Immediately prior 8.1.2 Each of the Seller Warranties shall be separate and independent and, save as expressly provided to the contrary in this Agreement, shall not be limited by reference to or inference from any other Seller Warranty or anything in this Agreement or the documents referred to herein. 8.1.3 The Seller acknowledges that the Purchaser has entered into this agreement on the basis of and at Completionin reliance upon (among other things) the Seller Warranties. 8.1.4 With effect from the Closing Date, the Seller shall not be deemed entitled to warrant raise as a defence to a claim by the Purchaser under this Agreement the fact that each of the Fundamental Warranties is true and accurate as at Completion (it had relied on information provided to it by reference to the facts and circumstances existing as at Completion). For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “Signing date”, “date of Signing”, that reference is to be construed as a reference to the Completion Date. 9.3 The Seller’s Warranties (other than the Fundamental Warranties) are qualified and limited by the Disclosed Information. Accordingly, notwithstanding any other provision of this Agreement, and except for the provisions of Schedule 12 (Environmental Covenant) and Schedule 13 (Tax Matters), neither the Seller nor any other member of the Seller’s Group shall be liable in respect of any matter giving rise to a breach of any of the Seller’s Warranties Employees or any of their agents (other than the Fundamental Warranties) to the extent that the Purchaser (having reviewed including advisers). The Seller hereby irrevocably waives any and all due diligence reports prepared for and on behalf of the Purchaser or a claims against each member of the Purchaser’s Group and any of its officers, employees (including without limitation the Employees), workers and, in connection only with the sale of the Business, its agents and undertakes (if any claim is made against it in connection with the Transaction and made available sale of the Business to the Purchaser prior Purchaser) not to make any claim against or seek any contribution from any such person (and undertakes that no other person claiming under or through it will make any such claim or seek any such contribution). 8.1.5 The only Seller Warranties given: (a) in respect of the Owned Real Property, Leased Real Property and Real Property Leases are those contained in paragraph 3.1 of Part A of Schedule 8.1 and each of the other Seller Warranties shall be deemed not to be given in respect of the Owned Real Property, Leased Real Property and Real Property Leases; (b) in respect of employment matters are those contained in paragraph 6 of Part A of Schedule 8.1 and each of the other Seller Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Tax matters are those contained in paragraph 10 of Part A of Schedule 8.1 and each of the other Seller Warranties shall be deemed not to be given in respect of such matters; and (d) in respect of Acquired Intellectual Property are those contained in paragraph 15 of Part A of Schedule 8.1 and each of the other Seller Warranties shall be deemed not to be given in respect of such matters provided, however, that the Seller Warranties set out in paragraphs 1, 8, 16 and 18 of Part A of Schedule 8.1 shall be deemed to be given in respect also of the Owned Real Property, Leased Real Property and Real Property Leases, employment matters, Tax matters and Acquired Intellectual Property, and shall accordingly not be subject to the Signing Datelimitations set forth in clauses 8.1.5(a) through (d) above. Notwithstanding anything to the contrary contained in this Agreement, the Seller Warranties set out in paragraphs 1, 8, 16 and 18 of Part A of Schedule 8.1 shall not apply in respect of Environmental Warranties, and the Parties expressly agree and acknowledge that, after the Closing, the indemnification rights stipulated under Clause 10 shall be the sole and exclusive remedies for the Purchaser in respect of any claims for breach by the Seller of any of the Environmental Warranties (and the provisions of Clause 11 or any member of the Purchaser’s Group has Actual Knowledge of the matterother remedies under Law shall not apply). 9.4 8.1.6 The Purchaser acknowledges and agrees that the Seller’s Warranties are the only warrantiesthat, express or implied, given by or on behalf of except as expressly provided under the Seller or any other member of the Seller’s Group in connection with the Disentanglement or the Transaction under this Agreement or any Ancillary Agreements, except for any explicit warranties given in any of the Ancillary Agreements. 9.5 In the event that a Seller’s Warranty is untrue or inaccurate on the date on which it is given, or in the event of a breach of one (1) or more of the Seller’s Warranties, the Seller shall, subject does not give or make any other express or implied warranty or representation including any warranty or representation as to the limitations set out in this Agreement and as accuracy of the Purchaser’s sole and exclusive remedy for such breachforecasts, compensate the Purchaser for all Losses suffered estimates, projections, statements of intent or incurred by statements of opinion provided to the Purchaser or any Affiliate of its directors, officers, employees agents or advisors on or prior to the Purchaser (it being understood that any Losses suffered by any EDS Entity as a result of such breach will for this purpose be deemed to also be Losses suffered by the Purchaser) as a result thereof. The Purchaser shall not be able to claim specific performance with respect to any breach of any Seller’s Warranties nor to terminate or rescind this Agreement or any Transaction Document on account of such breachEffective Date.