Seller’’ Xx. Xxxxx Xxx-xxx, an individual who is the legal and beneficial owner of the entire issued share capital of the Target ‘‘Share(s)’’ Ordinary share(s) of HK$0.01 each in the share capital of the Company ‘‘Shareholder(s)’’ the holder(s) of the Shares ‘‘Shenzhen China Associate’’ Shenzhen China Associate Pharmacy Limited (深圳市中聯 大藥房有限公司), a limited company incorporated under the laws of the PRC ‘‘Shenzhen China Associate Holding’’ Shenzhen China Associate Pharmacy Holding Limited (深圳中聯大藥房控股有限公司), a limited company incorporated under the laws of the PRC ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘the Target’’ Major Express Group Limited, a company incorporated in the BVI with limited liability ‘‘the Target Group’’ the Target and its subsidiaries ‘‘Tianlong’’ Huizhou Tianlong Pharmacy Chain Limited ( 惠 州 市 天 龍 藥 業 連 鎖 有 限 公 司 ), a limited company incorporated under the laws of the PRC ‘‘Total Consideration’’ RMB1,550 million, being the total consideration for the Acquisition before adjustment ‘‘Total Final Consideration’’ the Total Consideration after Adjustment as set out in the section headed ‘‘Adjustment to the Total Consideration’’ in this announcement ‘‘US$’’ United States dollars, the lawful currency of The United States of America ‘‘%’’ per cent.
Seller’’ Xx. 0, Xxxxxx Xx. 0 and the Shareholder shall have entered into the non-competition agreements set forth in Xxxxxxxx "X", "X-0" and "N-2";
Seller’’ Xx. Xxxxxx, the Shareholder, Xxxx and Purchaser acknowledge and agree that Xxxx and Purchaser have performed a limited investigation of the Business and the Assets and the Xxxxxx Real Property; however, no investigation by Xxxx or Purchaser will diminish or obviate any of the representations, warranties, covenants, indemnities or agreements made or to be performed by Seller, Xx. Xxxxxx or the Shareholder pursuant to this Agreement or the Other Agreements or Purchaser's right to fully rely upon such representations, warranties, covenants, indemnities and agreements. Seller, Xx. Xxxxxx, the Shareholder and Purchaser acknowledge and agree that Purchaser has assisted Seller, Xx. Xxxxxx and the Shareholder in the preparation of certain of the Schedules referred to in Article III; provided, however, that Seller, Xx. Xxxxxx, the Shareholder and Purchaser acknowledge and agree that Purchaser prepared such Schedules from information provided by Seller and in no event shall Purchaser have any Liability with respect to such Schedules nor shall any of Seller's, Xx. Xxxxxx'x or the Shareholder's representations, warranties, indemnities, or other agreements be obviated or diminished by Purchaser's preparation of any of such Schedules.
Seller’’ Xx. Xxxxxx and the Shareholder, acting collectively, shall have the right at their own cost and expense to undertake to defend against any claim or cause of action under the hold harmless and indemnity provisions of this Section 8.02.
Seller’’ Xx. Xxxxxx and the Shareholder agree to provide written notice to Purchaser and to Xxxx of any Third Party claims that may arise under this Section 8.03 promptly after Seller's, Xx. Xxxxxx'x or the Shareholder's receipt of notice of any such claim from any Third Party. However, if the notice of such claim received by Seller, Xx. Xxxxxx and the Shareholder consists of legal service of process, Seller, Xx. Xxxxxx or the Shareholder receiving such notice shall provide telephone notice within 48 hours, followed by written notice within ten (10) days, after Seller's, Xx. Xxxxxx'x or the Shareholder's receipt of notice of such claim. Failure to provide such written notice within the time specified shall not constitute a waiver of the provisions of this Section by Seller, Xx. Xxxxxx and the Shareholder, except to the extent that such failure shall have prejudiced Purchaser's or Xxxx'x rights and abilities to defend a lawsuit that is the basis of such a claim.
