Common use of The Warranties Clause in Contracts

The Warranties. 5.1 The Company and the Existing Shareholders jointly and severally make the Warranties (as set out in Appendix 2) to the Investor and GSC or to any person to whom the benefit of the Warranties are assigned pursuant to this Agreement. Any disclosures made to the Investor by the Company and/or Existing Shareholders shall be of no force or effect unless made in writing. 5.2 The company and the Existing Shareholders acknowledge that the Investor and GSC are entering into this Agreement in reliance upon the Warranties. The Investor and GSC may rescind this Agreement at any time prior to the Completion in the event of a material breach of any of the Warranties without thereby incurring any liability to any of the other parties and shall be entitled to avail itself to all remedies at law. 5.3 Each of the Warranties is without prejudice to any of the other Warranties and no paragraph or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph. 5.4 Each of the Warranties shall be construed as a separate and independent warranty to the intent that the Investor and GSC shall have a separate right of action in respect of each breach of them. 5.5 The Warranties shall continue in full force after Completion. 5.6 Each Existing Shareholder waives any right which he may have against the Company or otherwise in respect of any misrepresentations or inaccuracies in, or omission from, any information or advice supplied to them by officers or employees or agents of the Company to enable them to give the Warranties. 5.7 Where any statement in Appendix 2 is qualified by the expression "to the best of the knowledge, information and belief of " or "as far as... is aware" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry. 5.8 At the Subscription Date, the Existing Shareholders and the Company shall be deemed to have repeated the Warranties to the Investor , GSC and to any person to whom the benefit of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting. 5.9 The Warranties and indemnities contained herein shall not be affected by any investigation by or on behalf of the Investor into the affairs of the Company and notwithstanding the due diligence exercise carried out prior to the signing of this Agreement. 5.10 All disclosure made by the Existing Shareholders to the Investors and GSC pursuant hereto shall be made in writing. 5.11 The Existing Shareholders and the Company shall indemnify and keep the Investor and GSC indemnified in respect of any loss, damage, liability, claim, cost or expense which the Investor may incur, suffer or sustain, whether directly or indirectly as a result of any breach of any of the Warranties.

The Warranties. 5.1 The Company Seller warrants and represents to the Existing Shareholders jointly Buyer (for itself and severally make as trustee for its successors in title) as at the Warranties date of this Agreement and as at the Completion Date that: (as a) the Sale Shares, details of which are set out in Appendix column (2) to the Investor and GSC or to any person to whom the benefit of the Warranties table in Schedule 1, constitute 100 per cent of the entire authorised and issued shares of the Company and are assigned fully paid up; (b) no authorisation, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the sale of the Sale Shares by the Seller pursuant to this Agreement. Any disclosures ; (c) the Seller is the sole legal and beneficial owner of the Sale Shares identified in Schedule 1 and there is no Encumbrance on, over or affecting the Sale Shares, there is no agreement or commitment to give or create any such Encumbrance and no person has made any claim to be entitled to any right over or affecting the Sale Shares (other in each case than to the Investor Buyer pursuant to this Agreement); (d) no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue or transfer of any share or loan capital of either Company under any option or other agreement or otherwise howsoever; and (e) the Purchase Price represents the actual cash payment made prior to the date of this Agreement by the Company and/or Existing Shareholders shall be of no force Seller with respect to the Sale Shares and the assets owned thereby, without markup or effect unless made in writingother increase. 5.2 The company Each party warrants and represents to the other that: (a) it is duly organised, validly existing and (to the extent such concept is relevant under its jurisdiction) in good standing under the laws of its jurisdiction of incorporation or formation, with all requisite power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement has been and all the agreements to be entered pursuant to this Agreement will be duly authorised, executed and delivered by such party, constitutes the legal, binding obligations of such party and is enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or general principles of equity; (c) it has and shall maintain any authorisations, consents or approvals required from any governmental authority or other person for such party to enter into and perform its obligations as envisaged by this Agreement; (d) all corporate, partnership or other actions on the part of such party necessary for the authorisation, execution and delivery of this Agreement, and the Existing Shareholders acknowledge consummation of the transactions and agreements contemplated hereby, have been taken; and (e) neither the execution and delivery of this Agreement by such party nor the consummation of the transactions or agreements contemplated herein, conflict with or contravene the provisions of such party's organisational documents or any agreement or instrument by which it or its properties are bound, or any law, rule or regulation, order or decree to which its or its properties are subject. 5.3 The Seller acknowledges that the Investor and GSC are entering Buyer has entered into this Agreement in reliance upon on, among other things, the Warranties. The Investor and GSC may rescind this Agreement at any time prior to the Completion in the event of a material breach of any of the Warranties without thereby incurring any liability to any of the other parties and shall be entitled to avail itself to all remedies at law. 5.3 5.4 The Warranties shall not in any respect be extinguished or affected by Completion. 5.5 Each of the Warranties is without prejudice to any of the other Warranties paragraphs in clauses 5.1 and no paragraph or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph. 5.4 Each of the Warranties 5.2: (a) shall be construed as a separate and independent warranty and representation; and (b) unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph in such clause or by any other provision of this Agreement and the intent that the Investor and GSC Buyer shall have a separate claim and right of action in respect of each every breach of them. 5.5 The Warranties shall continue in full force after Completiona Warranty. 5.6 Each Existing Shareholder waives The Buyer shall be entitled to make a claim under the Warranties after Completion, whether or not the Buyer and/or any right which he may have against the Company of its agents and/or any of its advisers had knowledge (whether actual, constructive or otherwise in respect of any misrepresentations or inaccuracies in, or omission from, any information or advice supplied to them by officers or employees or agents implied) of the Company to enable them to give the Warranties. 5.7 Where any statement in Appendix 2 is qualified by the expression "matter giving rise to the best of the knowledge, information and belief of " claim or "as far as... is aware" right on or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry. 5.8 At the Subscription Date, the Existing Shareholders before Completion; and the Company shall be deemed Buyer's right or ability to have repeated the Warranties to the Investor , GSC and to make any person to whom the benefit of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting. 5.9 The Warranties and indemnities contained herein such claim shall not be affected by any investigation by or limited, and the amount recoverable shall not be reduced, on behalf the grounds that the Buyer and/or its agents and/or its advisers may, on or before Completion, have had actual, constructive or implied knowledge of the Investor into the affairs of the Company and notwithstanding the due diligence exercise carried out prior matter giving rise to the signing of this Agreementclaim. 5.10 All disclosure made by the Existing Shareholders to the Investors and GSC pursuant hereto shall be made in writing. 5.11 The Existing Shareholders and the Company shall indemnify and keep the Investor and GSC indemnified in respect of any loss, damage, liability, claim, cost or expense which the Investor may incur, suffer or sustain, whether directly or indirectly as a result of any breach of any of the Warranties.

The Warranties. 5.1 6.1 The Company and warrants to the Existing Shareholders jointly and severally make Investor in the Warranties (as terms set out in Appendix 2) to the Investor and GSC or to any person to whom the benefit of the Warranties are assigned pursuant to this Agreement. Any disclosures made to the Investor by the Company and/or Existing Shareholders shall be of no force or effect unless made in writingSchedule 1. 5.2 6.2 The company and the Existing Shareholders acknowledge Company acknowledges that the Investor and GSC are is entering into this Agreement agreement in reliance upon the Warranties. . 6.3 Each Warranty is given in relation to either the Company or in relation to each Group Company as specified in Schedule 1. 6.4 The Investor and GSC may rescind this Agreement at any time prior Warranties are given subject to the Completion all matters fairly disclosed in the event of a material breach of any Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties without thereby incurring or operate to reduce any liability to any of amount recoverable from the other parties and shall be entitled to avail itself to all remedies at lawCompany. 5.3 Each of the 6.5 The Warranties is without prejudice to any of the other Warranties and no paragraph or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph. 5.4 Each of the Warranties shall be construed as a are separate and independent warranty and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the intent that Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party. 6.7 The rights and remedies of the Investor and GSC shall have a separate right of action in respect of each breach of them. 5.5 The Warranties shall continue in full force after Completion. 5.6 Each Existing Shareholder waives any right which he may have against the Company or otherwise in respect of any misrepresentations or inaccuracies in, or omission from, any information or advice supplied to them by officers or employees or agents of the Company to enable them to give the Warranties. 5.7 Where any statement in Appendix 2 is qualified by the expression "to the best of the knowledge, information and belief of " or "as far as... is aware" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry. 5.8 At the Subscription Date, the Existing Shareholders and the Company shall be deemed to have repeated the Warranties to the Investor , GSC and to any person to whom the benefit breach of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting. 5.9 The Warranties and indemnities contained herein shall not be affected by Completion of the subscription of the Investor Shares, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure to rescind this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach. 6.8 The Company further warrants to the Investor that each of the Warranties will be fulfilled down to, and notwithstanding each of the due diligence exercise carried Warranties shall be deemed to be repeated in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6. 6.9 The Company undertakes with the Investor to disclose forthwith in writing to the Investor any matter or thing which may arise after the date of this agreement and prior to the signing of this Agreement. 5.10 All disclosure made by the Existing Shareholders Completion and which becomes known to the Investors Company which would cause any of the Warranties to be untrue, incorrect or misleading in any material respect or in any of the contents of the Disclosure Letter to be untrue, incorrect or misleading in any material respect and GSC pursuant hereto such disclosure under this clause 6.9 shall be made in writing. 5.11 The Existing Shareholders and deemed to form part of the Company shall indemnify and keep Disclosure Letter (unless the Investor rescinds under clause 6.10) and GSC indemnified in the event that the Investor elects not to rescind under clause 6.10, the Investor shall not be entitled to claim for any breach of warranty in respect of any lossmatter fairly disclosed pursuant to this clause 6.9. 6.10 If at any time before Completion: (a) it shall be found or disclosed pursuant to clause 6.9 that any of the Warranties is untrue, damageincorrect or misleading in any material respect the Investor shall be entitled (in addition to and without prejudice to any other right or remedy available to it, liability, claim, cost or expense including any right to claim damages) to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT any failure to exercise this right followed by Completion shall constitute a waiver by the Investor of all rights which the Investor may incur, suffer have arising out of such matter under the Warranties or sustain, whether directly or indirectly as otherwise but shall not constitute a result waiver of any other matter not so found or disclosed and which would give rise to a breach of Warranties; or (b) any event shall occur (other than an event which constitutes or gives rise to a breach of any of the Warranties) which affects or is likely to affect to a material degree the financial or trading position or prospects of the Group, the Investor shall be entitled to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT neither any such recission nor Completion shall give rise to any right to damages or compensation in favour of any party from another. 6.11 Save for claims for breach of Warranty which arise as a result of fraud or negligent conduct on the part of the Company: (a) no claim shall lie against the Company under the Warranties unless notice of the claim shall have been served on the Company no later than 2 years after the date of Completion except in respect of the Warranties in paragraph 8 of Schedule 1 (Taxation) in respect of which notice of claim shall have been served on the Company no later than 7 years from the date of Completion. In respect of claims notified in accordance with this sub-clause, they shall be deemed to have been waived by the Investor unless court proceedings in respect thereof have been issued and served on the Company within 6 months of the date of such notification; (b) subject to (d) below, no liability shall attach to the Company by reason of any single breach of the Warranties until the aggregate amount of claims thereunder exceeds L100,000 in value when the Investor shall be entitled to claim the whole amount and not merely the excess over that amount from the Company. (c) the aggregate liability of the Company for any breaches of the Warranties and liability arising under clause 6.13 below shall not exceed L8,500,000 during such period as the Warrant remains unexercised or L8,500,000 and any amount subscribed under the Warrant up to a maximum amount of L10,500,000; and (d) there shall be disregarded for all purposes any breach of this agreement unless the amount of damages to which the Investor would otherwise be entitled is an amount in excess of L5,000 for a claim for breach of the Warranties relating to any company incorporated within the UK and L25,000 for any breach of the Warranties relating to a company incorporated outside the UK. 6.12 The Investor shall not be entitled to make any claim under or pursuant to the Warranties in relation to: (a) any matter which was specifically reserved, provided for or noted in the Last Accounts or in the unaudited management accounts of the Company for periods ended prior to the date of this Agreement but since the Last Accounts Date; (b) any matter where the claim arises as a result of, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the date of this agreement, or any change in legislation with retrospective effect after the date of this agreement (including without limitation any increase in rates or scope or calculation of Taxation, new Taxation, or changes in legislation relating to Taxation with retrospective effect); (c) any claim which would not have arisen but for or as a direct consequence of a voluntary act or omission performed or allowed to occur by the Investor after Completion otherwise than in the ordinary course of business; and (d) any matter or thing done or omitted to be done on or after the date of this agreement at the request or with the approval of the Investor. 6.13 Subject to Clause 6.11 above the Company shall indemnify the Investor against all reasonable out of pocket costs and expenses (including reasonable legal expenses) incurred by the Investor in connection with any successful claim brought by the Investor for breach of Warranty 7 INVESTOR PROTECTION 7.1 The Company undertakes to the Investor (and the Existing Shareholders undertake to procure so far as they are able) that it will conduct its affairs in accordance with the provisions of the Articles and of this agreement. 7.2 The Company, and the Existing Shareholders shall use all reasonable endeavours to procure that all the Ordinary Shares arising from the exercise of the Warrants, the conversion of the Investor Shares and from any subsequent issue of any bonus shares arising under article 3(b) of the Articles are admitted to trading on the Alternative Investment Market and are admitted to listing or the equivalent or any other stock exchange or securities market on which all or any part of the Company's Ordinary Shares are for the time being listed or traded. For the avoidance of doubt the Company's and the Existing Shareholders', obligations under this Clause 7.2 shall include but shall not be limited to the preparation and filing of listing particulars (or equivalent documentation) as may be required by the Alternative Investment Market (or equivalent body in any jurisdiction where the Ordinary Shares are to be admitted to listing or trading).

The Warranties. 5.1 5.01 The Company Vendor hereby represents, warrants and undertakes to the Existing Shareholders jointly and severally make Purchasers in the Warranties (as terms set out in Appendix 2) Schedule 2 and the Vendor represents and warrants to the Investor and GSC or to any person to whom the benefit of Purchasers that the Warranties are assigned pursuant to this Agreement. Any disclosures made true and correct as at the date hereof and will be true and accurate on Completion with reference to the Investor by the Company and/or Existing Shareholders shall be of no force or effect unless made in writingfacts and circumstances then existing. 5.2 5.02 The company and the Existing Shareholders acknowledge Vendor hereby acknowledges that the Investor and GSC Purchasers are entering into this Agreement in reliance upon the Warranties. The Investor and GSC may rescind this Agreement at any time prior to the Completion in the event of a material breach of any each of the Warranties without thereby incurring notwithstanding any liability to investigations which the Purchasers, the Purchasers' accountants or any of the other parties and shall be entitled to avail itself to all remedies at law. 5.3 Each of the Warranties is without prejudice to any of the other Warranties and no paragraph their respective directors, officers, employees, agents or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph. 5.4 Each of the Warranties shall be construed as a separate and independent warranty to the intent that the Investor and GSC shall have a separate right of action in respect of each breach of them. 5.5 The Warranties shall continue in full force after Completion. 5.6 Each Existing Shareholder waives any right which he advisors may have against the Company or otherwise in respect of any misrepresentations or inaccuracies in, or omission from, any information or advice supplied made and undertake to them by officers or employees or agents of the Company to enable them to give the Warranties. 5.7 Where any statement in Appendix 2 is qualified by the expression "to the best of the knowledge, information and belief of " or "as far as... is aware" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry. 5.8 At the Subscription Date, the Existing Shareholders and the Company shall be deemed to have repeated the Warranties to the Investor , GSC and to any person to whom the benefit of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting. 5.9 The Warranties and indemnities contained herein shall not be affected by any investigation by or on behalf of the Investor into the affairs of the Company and notwithstanding the due diligence exercise carried out prior to the signing of this Agreement. 5.10 All disclosure made by the Existing Shareholders to the Investors and GSC pursuant hereto shall be made in writing. 5.11 The Existing Shareholders and the Company shall indemnify and keep fully indemnified the Investor and GSC indemnified in respect of Purchasers against any losscosts (including all legal costs), damageexpenses, liability, claim, cost loss or expense which liability suffered by the Investor may incur, suffer or sustain, whether directly or indirectly Purchasers as a result of or in connection with any material inaccuracy or breach of any of the Warranties. This indemnity shall be without prejudice to any other rights and remedies of the Purchasers and their assigns in relation to any such breach of Warranties and such rights and remedies are hereby expressly reserved. 5.03 The Warranties shall be deemed to be repeated on Completion and survive Completion and the rights and remedies of the Purchasers in respect of any breach of the Warranties shall not be affected by Completion or by the Purchasers rescinding, or failing to rescind this Agreement, or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.04 The Purchasers shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the Warranties and Completion shall not in any way constitute a waiver of any right of the Purchasers. 5.05 If prior to Completion any of the Warranties are found to be materially untrue, misleading or incorrect or have not been fully carried out in any material respect, the Purchasers shall, without prejudice to any other rights or remedies which the Purchasers shall be entitled at law, be entitled by notice to the Vendor to avert or remedy such breach of the Warranties within thirty (30) days of such notice and Provided Always that in respect of any claims for breach of the Warranties after Completion, the Purchasers shall not be entitled to rescind this Agreement and its only remedy against the Vendor shall be in damages only. 5.06 The Vendor shall not be liable for any breach of the Warranties except in respect of those circumstances which may give rise to a claim made hereunder and of which notice has been given to the Vendor on or prior to the date which is 30 days after the Completion Date. 5.07 The Vendor shall not be liable for any breach of the Warranties to the extent that such liabilities arise by result of any acts, or omissions affected by the Purchasers or their related parties. 5.08 The total liability of the Vendor in respect of the Warranties shall not exceed the value of the Sale Shares. The Vendor shall have no liability for breach of any Warranties unless the aggregate amount of all claims which would otherwise be made under this agreement shall exceed US$1,000,000 and consist of individual cases exceeding US$300,000. 5.09 The Purchasers agree to assume and transfer to its own book the liabilities incurred by CMST prior to July 27, 2000 and hold the Vendor fully harmless and indemnified against any future claims in relation to such liabilities so incurred before the July 27, 2000. 5.10 The Purchasers understand that they are assuming the operations of CML and its Subsidiaries and all liabilities of CML and its Subsidiaries (whether actual or contingent, recorded or unrecorded, or known or unknown) as of the Completion Date, and the Vendor is making no representation as to the existence of assets, accuracy of the books and records, relationships with customers and vendors, or condition of such business. The Purchasers further understand that they will have no right of recourse against the Vendor with respect to the condition of the CML business at the Completion Date, other than for a breach of a specific Warranty given by the Vendor in this Agreement or in Schedule 2 attached hereto. Further, the Purchasers agree to defend and hold the Vendor fully harmless and indemnified against any past or future claims that third parties may bring against the Vendor for costs, expenses, fees, guarantees, damages, judgments or losses of any nature pertaining to or arising out of the operations or business of CML and the Subsidiaries, including any legal fees that Vendor may incur to defend itself against such third-party claims. The previous sentence is intentionally broad in scope as it is the intent of the parties that the Vendor should have no ongoing obligation or liability whatsoever to third parties with respect to the business and affairs of CML and its Subsidiaries, including any actions undertaken prior to the Completion Date by Creative Master International, Inc. (renamed XxxxxxxXxx.xxx, Inc.) pertaining to such business.