Common use of The Warranties Clause in Contracts

The Warranties. 7.1 The Seller warrants to the Buyer that each of the Seller’s Warranties is true and accurate as at the date of this Agreement. 7.2 The Buyer warrants to the Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. 7.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is true and accurate as at the date of this Agreement. 7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and in the Disclosure Letter and for this purpose fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in relation to the Company, to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter. 7.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the documents and information contained in the Data Room details of which are set out in the Data Room Index. 7.6 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness of Xxxxxxx Xxxxxxxx. 7.7 Each of the paragraphs in Part A of Schedule 2 shall be construed as a separate and independent Warranty and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of each breach of a Warranty. 7.8 The only Seller’s Warranties given: (a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 17 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 The Buyer acknowledges that the Seller’s Warranties, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given by or on behalf of the Seller. 7.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.9, no other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 13 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Company or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 7.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Company, as far as applicable, in respect of the insurance business of the Company (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Company (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccurate. 7.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Company and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Company available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 7.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 7.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; (b) all matters which would be revealed by making a search in respect of the Company on the date two Business Days before the date of this Agreement on the public file at the Bermuda Registrar of Companies and the Bermuda Supreme Court Registry: and (c) all matters provided for or noted (to the extent of such provision or note) in the Accounts. 7.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 The Buyer shall not be entitled to make a claim in respect of the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) after Completion where the matter giving rise to such claim was known or ought reasonably to have been known to the Buyer and/or any of its advisers (being those advisers which have been engaged specifically in connection with the subject matter of this Agreement, but excluding (to the extent engaged by the Seller in connection with this Agreement) any adviser who is a member of, or who is otherwise associated with, Xxxxxxx Xxxx & Xxxxxxx) before the date of this Agreement. 7.17 The Title and Capacity Warranties and those Seller’s Warranties set out in paragraph 16 (Insolvency) of Part A of Schedule 2 shall be deemed to be repeated immediately before Completion, with reference to those facts and circumstances then prevailing and for this purpose a reference in any of those Warranties to the date of this Agreement shall be construed as a reference to the Completion Date.

The Warranties. 7.1 The Seller warrants 5.1 Subject to the terms of this Agreement (including without limitation, the provisions of clause 6 and Schedule 5) and to matters Fairly Disclosed, the Sellers: (a) warrant to the Buyer (for themselves and as trustees for their successors in title) that each of the Seller’s Warranties is true and accurate as at the date of this Agreement; (b) acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties and that acceptance by the Buyer of the Disclosure Letter shall not of itself be construed as an agreement by the Buyer that any matter disclosed in the Disclosure Letter has been Fairly Disclosed. 7.2 5.2 The Buyer warrants Warranties are qualified to the Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. 7.3 The Guarantor warrants extent, but only to the Seller that each extent, of the Guarantor’s Warranties is true and accurate as at the date of this Agreement. 7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and Fairly Disclosed in the Disclosure Letter and for this purpose fairly disclosed Fairly Disclosed means disclosed in such a manner and in such sufficient detail so as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in relation to the Company, buyer to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letterso disclosed. 7.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the documents and information contained in the Data Room details of which are set out in the Data Room Index. 7.6 5.3 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” Sellers are aware or any similar expression, such statement shall be it is deemed to refer to to: (a) the actual knowledge or awareness of each of the Sellers after having made due and careful enquiry of Xxxxxxxx Xxxxx, Xxxxxxx XxxxxxxxXxxx, Xxxxx xx Xxx, Xxx Xxxxxxx and Xxxxxxxxxxx Xxxxx; and (b) the knowledge of each of the Sellers having made enquiry of each other (and for the purposes of this clause 5.3(b) the actual knowledge of each of the Sellers under clause 5.3 (a) shall be imputed to Xxxx Xxxxxx and Xxxxx Xxxxxx). 7.7 5.4 Each of the paragraphs in Part A of Schedule 2 4: (a) shall be construed as a separate and independent Warranty warranty; and (b) unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph in Schedule 4 or by any other provision of this Agreement or the Taxation Deed and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of each for every breach of a Warranty. 7.8 The only Seller’s Warranties given: (a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties Warranty but shall not be deemed not entitled to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 17 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 The Buyer acknowledges that the Seller’s Warranties, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given by or on behalf of the Seller. 7.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.9, no other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 13 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Company or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 7.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Company, as far as applicable, recover more than once in respect of the insurance business of the Company (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Company (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccuratesame loss. 7.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Company and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Company available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 7.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 7.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; (b) all matters which would be revealed by making a search in respect of the Company on the date two Business Days before the date of this Agreement on the public file at the Bermuda Registrar of Companies and the Bermuda Supreme Court Registry: and (c) all matters provided for or noted (to the extent of such provision or note) in the Accounts. 7.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 5.5 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 The Buyer shall not be entitled 5.6 Save in relation to make a any claim in respect of fraud and/or wilful concealment, the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) after Completion where the matter giving rise to such claim was known or ought reasonably to have been known to Sellers agree with the Buyer (for themselves and as trustees for each Group Company and each Group Company’s directors, employees, agents and advisers) to waive any right or claim which they may have for any misrepresentation or error in, or omission from any information or opinion supplied or given by any Group Company and/or any of its advisers directors, officers, employees or agents in the course of negotiating this Agreement or the Taxation Deed or in preparing the Disclosure Letter and that any right or claim shall not constitute a defence to any claim by the Buyer under or in relation to this Agreement or the Taxation Deed. 5.7 The Sellers shall indemnify and keep indemnified the Buyer in full and on demand and on a continuing basis from and against all losses, liabilities, claims, costs and expenses arising directly out of or directly in connection with: (being those advisers i) any liability described in clause 3.2 which have been engaged specifically vests in the Company and is not properly discharged in accordance with that clause at or immediately following Completion; (ii) the claim issued on 10 May 2011 against the Company by Bells College Limited which shall include all losses, liabilities, claims, costs and expenses arising out of or in connection with any defence, counter-claim or defence to counterclaim by any party as a result of the subject matter proceedings. The Buyer shall be obliged to comply with the provisions of paragraph 5 of Schedule 5 in relation to the proceedings; (iii) any successful claim (and/or legal costs or expenses incurred by the Buyer in defending any unsuccessful claim) by the registered proprietor for infringement by the Company of the rights attaching to the registration of UK registered trade xxxx No. 2211911 which comprises a series of 7 marks containing the letters RDI in both uppercase and lowercase in classes 16, 35, 41 and 42; (iv) the Study Centre Agreement between the Company and University of Sunderland dated 16 May 2011 but only to the extent that the terms of such agreement are materially different from other contracts to which the Group is a party and are not in the ordinary course or are not on arms’ length terms and this shall not extend to cover losses if the agreement is commercially unsuccessful; (v) any successful claim by or on behalf of Xxxxxxx Xxxxxx arising from or in connection with any act or alleged act, fault or omission (or any other event or occurrence) of RDI USA, any Group Company or the Sellers before Completion; (vi) any liability arising out of the Company’s failure to comply with the Data Protection Act 1998 in the period prior to Completion; (vii) any successful claim (and/or legal costs or expenses incurred by the Buyer in defending any unsuccessful claim) by the landlord or any subsequent landlord that the actual use prior to Completion the actual use of 0X Xxxxxxx Xxxx, Coventry, West Midlands, CV3 3RD by RDI Limited for the provision of adult university education (within the meaning of Class D1 of the Town and Country Planning (Use Classes) Order 1987) not being permitted by the user or any other provisions contained in the lease of the property dated 24 November 2004 and registered at the Land Registry with title number WM845497; (viii) the Directors’ Loan Account failing to contain an accurate and complete computation of all indebtedness owed to the Company by each of the Sellers; and (ix) any VAT which is payable by the Company in respect of costs set out in the Directors’ Loan Account but which is not reflected in the net figures contained within it, but only to the extent that any VAT so described is not recoverable from any relevant taxation authority. Notwithstanding any provisions of this Agreement, but excluding (to the extent engaged by Sellers agree that any indemnification with which they provide the Seller in connection with Buyer under this Agreementclause 5.7(ix) any adviser who is a member of, or who is otherwise associated with, Xxxxxxx Xxxx & Xxxxxxx) before shall not be paid out of the date of this AgreementRetention Sum. 7.17 5.8 The Title and Capacity Warranties and those Seller’s Warranties set out liability of the Sellers in paragraph 16 (Insolvency) respect of Part A of Schedule 2 any claim under this Agreement or any claim under the Taxation Deed shall be deemed to be repeated immediately before Completion, with reference to those facts further limited as provided in clause 6 and circumstances then prevailing and for this purpose a reference in any of those Warranties to the date of this Agreement shall be construed as a reference to the Completion DateSchedule 5.

The Warranties. 7.1 8.1 The Seller warrants to the Buyer that each of the Seller’s Warranties is true and accurate as at the date of this Agreement. 7.2 8.2 The Buyer warrants to the Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. 7.3 8.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is true and accurate as at the date of this Agreement. 7.4 8.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and in the Disclosure Letter and for this purpose fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in relation to the CompanyGroup Companies, to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter. 7.5 8.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the documents and information contained in the Data Room details of which are set out in the Data Room Index. 7.6 8.6 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness of Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx XxxxxxxxXxxxxxx and Xxxxx Xxx. 7.7 8.7 Each of the paragraphs in Part A of Schedule 2 shall be construed as a separate and independent Warranty and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of each breach of a Warranty. 7.8 8.8 The only Seller’s Warranties given: (a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 16 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 12 and 12 13 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 17 19 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 8.9 The Buyer acknowledges that the Seller’s Warranties, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given by or on behalf of the Seller. 7.10 8.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.98.9, no other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 13 14 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the CompanyGroup Companies; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Company Group Companies or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 7.11 8.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the CompanyGroup Companies, as far as applicable, in respect of the insurance business of the Company Group (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Company Group (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccurate. 7.12 8.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Company Group Companies and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Company Group Companies available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 7.13 8.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 7.48.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; (b) all matters which would be revealed by making a search in respect of the Company Group Companies on the date two Business Days before the date of this Agreement on the public file at at: (i) Companies House in the Bermuda Registrar of UK; (ii) the Companies Court in the UK; and (iii) the Financial Services Register and the Bermuda Supreme Court Registry: andwebsites of the FCA and the PRA; and in the case of Group Companies incorporated in jurisdictions other than England and Wales, the equivalent registers and websites for that applicable jurisdiction; (c) all matters provided for or noted (to the extent of such provision or note) in the Accounts; and (d) all matters fairly disclosed (as defined in clause 8.4) in the Information Memorandum for the purpose of the proposed acquisition of the Sale Shares by the Buyer. 7.14 8.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 8.15 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 8.16 The Buyer shall not be entitled to make a claim in respect of the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) after Completion where the matter giving rise to such claim was known or ought reasonably to have been known to the Buyer and/or any of its advisers (being those advisers which have been engaged specifically in connection with the subject matter of this Agreement, but excluding (to the extent engaged by the Seller in connection with this Agreement) any adviser who is a member of, or who is otherwise associated with, Xxxxxxx Xxxx & Xxxxxxx) before the date of this Agreement. 7.17 8.17 The Title and Capacity Warranties and those Seller’s Warranties set out in paragraph 16 18 (Insolvency) of Part A of Schedule 2 shall be deemed to be repeated immediately before Completion, with reference to those facts and circumstances then prevailing and for this purpose a reference in any of those Warranties to the date of this Agreement shall be construed as a reference to the Completion Date.

The Warranties. 7.1 The Seller warrants to the Buyer that each of the Seller’s Warranties is true and accurate as at the date of this Agreement. The Seller acknowledges that the Buyer is entering into this Agreement in reliance on the Seller’s Warranties. 7.2 The Buyer warrants to the Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. The Buyer acknowledges that the Seller is entering into this Agreement in reliance on the Buyer’s Warranties. 7.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is true and accurate as at the date of this Agreement. 7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and in the Disclosure Letter and for this purpose fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in relation to the Company, to make an informed and accurate assessment of the matter concernedLetter. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter. 7.5 7.4 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by by, and the Buyer is deemed to have knowledge of the documents and of, any information contained in the Data Room details Room, an index of which are set out in is annexed to the Data Room IndexDisclosure Letter. 7.6 7.5 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness (having made due and careful enquiry) of Xxxxxxx XxxxxxxxXxxxxxxx Xxxxxx, Xxxxxx Xxxx and Xxxxx Xxxxxx. 7.7 7.6 Each of the paragraphs in Part A of Schedule 2 2: 7.6.1 shall be construed as a separate and independent Warranty Warranty; and 7.6.2 unless expressly provided in this Agreement shall not be limited by reference to any other paragraph in Schedule 2 or by any other provision of this Agreement, and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of each every breach of a Warranty. 7.8 The only Seller’s Warranties given: (a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 17 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 The Buyer acknowledges that the Seller’s Warranties, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given by or on behalf of the Seller. 7.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.9, no other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 13 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Company or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 7.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Company, as far as applicable, in respect of the insurance business of the Company (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Company (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccurate. 7.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Company and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Company available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 7.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 7.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; (b) all matters which would be revealed by making a search in respect of the Company on the date two Business Days before the date of this Agreement on the public file at the Bermuda Registrar of Companies and the Bermuda Supreme Court Registry: and (c) all matters provided for or noted (to the extent of such provision or note) in the Accounts. 7.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 7.7 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 7.8 The Buyer shall not be entitled to make a claim in respect of the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) Relevant Claim after Completion where the matter giving rise to such claim the Relevant Claim was known or ought reasonably to have been known to the Buyer and/or any of its advisers (being those advisers which have been engaged specifically in connection with the subject matter and/or any of this Agreement, but excluding (to the extent engaged by the Seller in connection with this Agreement) any adviser who is a member of, or who is otherwise associated with, Xxxxxxx Xxxx & Xxxxxxx) its agents before the date of this Agreement. 7.17 The Title and Capacity Warranties and those 7.9 Save for the Seller’s Warranties set out contained in paragraph 16 (Insolvency) 14 of Part A of Schedule 2 none of the Seller’s Warranties shall be deemed to be repeated immediately before Completionextend to, with reference to those facts and circumstances then prevailing and for this purpose a reference in any of those Warranties to the date of this Agreement shall or be construed as a reference to warranty or representation relating to, Taxation (such matters being the Completion Datesubject of the Seller’s Warranties contained only in paragraph 14 of Part A of Schedule 2).

The Warranties. 7.1 The Seller warrants 8.1. Save and except to the Buyer that each extent of the disclosures set out in the Disclosure Letter and/or the Updated Disclosure Letter, the Seller and the Founders jointly and severally represent, warrant and undertake to the Buyer, in terms of the Seller Warranties as contained in Part A of Schedule XI (The Warranties) (“Seller Warranties”). 8.2. The Buyer represents, warrants and undertakes to the Seller’s , in terms of the Buyer Warranties as contained in Part B of Schedule XI (The Warranties) (“Buyer Warranties”). 8.3. The Company and the Founders, jointly and severally, represents, warrants and undertakes to the Buyer, in terms of the Company Warranties as contained in Part C of Schedule XI (The Warranties) (“Company Warranties”). 8.4. Each Party undertakes to notify the other Parties, in writing, promptly, if it becomes aware of any fact, matter or circumstance (whether existing on or before the Effective Date or arising afterwards) which would cause any of its Warranties to become untrue, inaccurate or misleading in any respect. 8.5. Notwithstanding anything contained herein, it is true clarified that the conduct of a due diligence by the Buyer shall not in any manner dilute, limit or qualify the Seller Warranties and accurate as at the date Company Warranties in pursuance of this Agreement. 7.2 The Buyer warrants 8.6. It is hereby expressly clarified between the Parties that to the Seller extent that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. 7.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is true and accurate as at the date of this Agreement. 7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and a specific disclosure has been made in the Disclosure Letter and/or the Updated Disclosure Letter against the relevant and for this purpose fairly disclosed means disclosed in specific Seller Warranties, such manner fact or events shall not constitute a breach of such Warranties. It is hereby further clarified that the Seller, the Founders and in such detail as the Company shall have the right to enable a reasonable buyer, having received submit the assistance, information and advice received by the Buyer in relation Updated Disclosure Letter to the CompanyBuyer, along with the CP Completion Certificate, which shall contain specific disclosures only for any developments that have occurred during the period between the Effective Date and Closing Date, in the form and subject to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as its content being acceptable to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure LetterBuyer. 7.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the documents and information contained in the Data Room details of which are set out in the Data Room Index. 7.6 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to refer to the actual knowledge or awareness of Xxxxxxx Xxxxxxxx. 7.7 8.7. Each of the paragraphs warrantors shall not take or omit to take any action which would render the Warranties, covenants and undertakings of such Party under this Agreement invalid or untrue in Part A any respect. 8.8. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that for the purposes of Schedule 2 the Transaction Documents and the transactions contemplated in this Agreement, there shall be construed as a separate and independent Warranty and no presumption of actual, implied or constructive knowledge imputed to the Buyer or the Seller any of their agents, representatives, officers, employees or advisers (as the case may be) shall have a separate claim and right of action in respect of each breach whether arising out of a Warrantydue diligence, inspection or investigation exercise conducted by the Buyer on the Company or otherwise and the Buyer shall be entitled to completely rely on the Seller Warranties and Company Warranties, save and except to the extent of the disclosures set out in the Disclosure Letter and the Updated Disclosure Letter. 7.8 The only Seller’s Warranties given: 8.9. No information about the Company of which the Buyer or any of their agents, representatives, officers, employees or advisers (aas the case may be) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 17 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 The Buyer acknowledges that the Seller’s Warrantieshave any knowledge, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given no investigation by or on behalf of the SellerBuyer will prejudice any claim made by the Buyer under the Seller Warranties and Company Warranties save and except to the extent of the disclosures set out in the Disclosure Letter and the Updated Disclosure Letter. 7.10 8.10. Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.9contrary, no other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 13 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Company or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 7.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Company, as far as applicable, in respect of the insurance business of the Company (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Company (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise nothing contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccurate. 7.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Company and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Company available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 7.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 7.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; Updated Disclosure Letter shall apply as a qualification to: (a) any Specific Indemnity Matter; or (b) all matters which would be revealed by making a search in respect any claim arising from breach, misrepresentation or inaccuracy of the Company on the date two Business Days before the date of this Agreement on the public file at the Bermuda Registrar of Companies and the Bermuda Supreme Court Registry: and (c) all matters provided for or noted (to the extent of such provision or note) in the Accountsany Fundamental Warranties. 7.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate8.11. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 The Buyer shall not be entitled to make a claim in respect of the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) after Completion where the matter giving rise to such claim was known or ought reasonably to have been known to the Buyer and/or any of its advisers (being those advisers which have been engaged specifically in connection with the subject matter of this Agreement, but excluding (to the extent engaged by the Seller in connection with this Agreement) any adviser who is a member of, or who is otherwise associated with, Xxxxxxx Xxxx & Xxxxxxx) before the date of this Agreement. 7.17 The Title and Capacity Warranties and those Seller’s Warranties set out in paragraph 16 (Insolvency) of Part A of Schedule 2 shall be deemed to be repeated immediately before Completion, with reference to those facts on the Closing Date as if they were made on and circumstances then prevailing as of such date and for this purpose a reference in any of those Warranties as if all references therein to the date of this Agreement were references to the Closing Date. 8.12. Each of the Founders and the Company shall give the Buyer prompt notice of any event, condition or circumstance occurring on and from the Execution Date that would constitute a violation or breach of any of the Warranties as of any date from the Execution Date till the Closing Date or that would constitute a violation or breach of any terms and conditions contained in this Agreement. This shall not however prejudice the right of the Buyer to terminate this Agreement pursuant to Clause 11 below. 8.13. Each of the representations and Warranties shall be construed as a reference separate representation, Warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or Warranty or by any other term of this Agreement, save and except to the Completion Dateextent of the disclosures set out in the Disclosure Letter and the Updated Disclosure Letter. 8.14. No representation or Warranties shall be deemed to qualify any other representation or warranty. Each Party agrees that such representations and Warranties have constituted a material inducement to the other Parties to enter into this Agreement.