Common use of Vendor Warranties Clause in Contracts

Vendor Warranties. 5.1 The Company warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month 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 Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company Vendor represents and warrants that: (a) it has the full power, capacity and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power authority to enter into and perform this Agreement and to make the grant of rights contained herein, and its performance of this Agreement does not violate or conflict with any agreement to which Vendor is a party; (b) the Services will constitutebe performed in a professional, binding obligations workmanlike, and timely manner; (c) all Services and Deliverables shall materially conform to applicable Specifications and all other requirements set forth in this Agreement at all times during the Term; (d) the State of Iowa’s permitted use of the Services and Deliverables do not and will not infringe the intellectual property rights of any third party at any time during the Term of this Agreement or as may be applicable thereafter; (e) there is no pending or threatened litigation that would have a material adverse impact on Vendor’s performance under the Agreement; (f) Vendor shall not store, transmit or make available any State of Iowa Confidential Information with or to any entity or individual outside the continental United States; (g) the Documentation shall be complete and accurate so as to enable a reasonably skilled person to effectively use all features and functions of the System, Services and/or Deliverables without assistance from Vendor and, on each date on which Vendor delivers any Documentation to the State of Iowa, such Documentation is Vendor’s most current version thereof; (h) there is no existing pattern or repetition of material customer complaints regarding the Deliverables or Services, including functionality or performance issues, and that Vendor’s engineers have not currently identified any repeating adverse impact on the Deliverables or Services, including functionality or performance, for which the root cause is believed to be a flaw or defect in the Deliverables or Services; (i) it shall use industry best practices to scan and remove any viruses, worms, Trojan horses, and other similar harmful or destructive code from the Services and Deliverables both (1) prior to Vendor’s delivery of any Deliverables to the State of Iowa, enforceable in accordance and (2) on an ongoing basis on a frequency consistent with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (industry best practices to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice with respect to any other Warranty and, except where expressly otherwise stated, no provision Services or Deliverables (including the System or Application Services); and (j) Vendor is not in any Warranty shall govern or limit arrears with respect to the extent or application payment of any other provision in monies due and owing the State of Iowa or any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all lossesGovernmental Entity thereof, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties but not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers limited to the knowledge, information or belief payment of the Vendor that it has made full enquiry into the subject matter of that Warranty taxes and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurateemployee benefits. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month 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 Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company warrants 8.1 As at the time of execution of this Agreement (and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at Completion by reference to the events and circumstances then existing and as if any express reference in any of the Vendor Warranties to the date of this Agreement and will continue were a reference to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessaryCompletion) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that in the terms of Schedule 7 (but only insofar as such warranties relate to the Group Companies) and to the IP Purchaser (in the terms of the Cxxxxxx'x Warranties), and Brandbrew represents and warrants to the IP Purchaser (but only insofar as such warranties relate to the Target IP) in the terms of the Vendor Warranties subject to: (A) any matter fairly and reasonably disclosed in the Disclosure Letter (or treated by the Disclosure Letter as being disclosed); (B) any information contained in the documents listed in the Data Room Index, all such information being deemed to be disclosed to the Purchasers to the extent it constitutes a fair and reasonable disclosure; (C) any matter or thing hereafter expressly required to be done or omitted to be done pursuant to this Agreement; and (D) the limitations and qualifications set out in Schedule 1 are true and correct in all respects as at the Completion Dateclause 9. 5.8 The Purchaser 8.2 In the case of any Vendor Warranties which are deemed to be given only so far as the Vendor or Brandbrew is aware, the Vendor or Brandbrew (as the case may be) shall in each case be deemed to be aware only of those facts, matters and circumstances actually known to the individuals whose names are set out in schedule 11 in relation to the Vendor Warranties specified against each individual's name (and no other persons), or which would be known to such individuals had they made due and careful enquiry within the Group of the appropriate personnel and without any implication that such enquiry extends to the carrying out of searches and enquiries of any public or other body or authority or any third party. 8.3 Subject to clause 16, the Vendor Warranties shall be entitled to take action within one month after Completion enforceable by the Purchaser against the Vendor only in respect of any breach or non-fulfillment of any the BHL Shares, by the IP Purchaser against the Vendor only in respect of the Cxxxxxx'x Rights, and by the IP Purchaser against Brandbrew only in respect of the Target IP. 8.4 The Vendor acknowledges that the relevant Purchasers have entered into this Agreement in reliance upon the Vendor Warranties. 8.5 Save as expressly otherwise provided, the Vendor Warranties shall be separate and Completion independent and shall not in be limited by reference to any way constitute a waiver other paragraph of any right of the Purchaser. 5.9 Notwithstanding any term schedule 7 or by anything in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company 7.1 Subject to the provisions and limitations contained in clauses 7 and 8, the Vendor warrants and undertakes to and with the Purchaser that that, except as Disclosed in the Disclosure Material, each of the Vendor Warranties contained in Schedule 4 are true and accurate in all respects and not misleading as at the date of this Agreement hereof (unless specified to be given only as at a specific date) and will continue be so on the Completion Date as if repeated immediately before Completion (unless specified to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action given only as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations at a specific date). 7.2 Each of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Vendor Warranty and, except where expressly stated otherwise stated(including in this clause 7 and in clause 8), no provision contained in any Warranty this Agreement shall govern or limit the extent or application of any other provision in any Warrantyprovision. 5.4 7.3 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Vendor Warranties shall survive Completion and the Completion. The rights and remedies of the Purchaser in respect of any breach of any of the Vendor Warranties shall not be affected by Completion or by continue to subsist after and notwithstanding Completion. 7.4 If after the signing of this Agreement: (a) the Vendor becomes aware that any investigation made by or on behalf of the Purchaser into the affairs Vendor Warranties are materially untrue, inaccurate or misleading as of the Company signing of this Agreement; or (b) the Vendor becomes aware that any event occurs or by matter arises which is or may constitute a breach of or be inconsistent with any of the Vendor Warranties, the Vendor shall notify the Purchaser rescinding, in writing (including via email) describing the fact or failing to rescind this Agreement, or failing to exercise or delaying event in reasonable detail as soon as possible and Disclose the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercisesame in the Completion Disclosure Letter. 5.6 The 7.5 Where a Vendor undertakes in relation Warranty is made or given “so far as the Vendor is aware”, “to any Warranty which refers to the best of the knowledge, information or and belief of the Vendor” or similar expression, that Vendor that it has Warranty shall be deemed to be subject to the actual knowledge of the Directors of the Group Companies having made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accuratereasonable enquiries. 5.7 7.6 The Vendor hereby represents Warranties are qualified in their entirety by, and warrants subject in their entirety to, and the Purchaser is barred from making a Claim in respect of: (a) those limitations set out in this clause 7 and in clause 8; (b) any action undertaken pursuant to or in contemplation of this Agreement including all Encumbrances directly or indirectly relating to the Loan, Loan Agreement and Share Mortgage Agreement; (c) those matters Disclosed to the Purchaser that including (but not limited to) those matters Disclosed in this Agreement and the warranties Disclosure Material; (d) any matter provided for or set out or described in Schedule 1 are true and correct the Management Accounts or the Audited Accounts (including in all respects as at any notes thereto); (e) the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month after Completion in respect extent of any matter or thing hereafter done or omitted to be done (i) by the Purchaser in causing breach or non-fulfillment of any of the Warranties and Completion shall not in Vendor Warranties; or (ii) by the Vendor or any way constitute a waiver of any right Group Company at the written request or with the written approval of the Purchaser.; or 5.9 Notwithstanding any term (d) if it arises as a result of legislation which comes into force after the date hereof and is retrospective in this Agreementeffect, and in each of such events, the maximum liability Vendor shall not be liable for any breach of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal in relation to, and to the amount of the Considerationextent of, those events.

Vendor Warranties. 5.1 The Company 7.1 Each Vendor warrants and undertakes to and with the Purchaser that that: 7.1.1 the Warranties Sale Shares listed against such Vendor’s name in Schedule 1 are true and accurate solely legally owned by such Vendor free from any Encumbrance; 7.1.2 such Vendor owns no other shares in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise capital of the Company, whether or any right to subscribe for, convert into or call for the issue of any such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise.shares; 5.2 The 7.1.3 such Vendor has full power power, capacity and authority to enter into and perform this Agreement Agreement, to execute and perform any obligations it may have under each document to be delivered by that Vendor at Completion and to deliver legal and beneficial ownership of the Sale Shares listed against its name in Schedule 1, and this Agreement constitutes, and the obligations of such Vendor under each document to be delivered by that Vendor at Completion will when delivered constitute, valid and binding obligations on the Vendor, enforceable of such Vendor in accordance with their its terms.; 5.3 The 7.1.4 the execution and delivery of this Agreement by such Vendor and the performance of and compliance with its terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Memorandum or Articles of Association or equivalent constitutional documents of such Vendor (where a corporate body) or any order or judgment that applies to or binds such Vendor or any of its property or any other instrument by which it is bound; 7.1.5 no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any court or governmental or administrative authority is required to be obtained, or made, by such Vendor to authorise the execution or performance of this Agreement by such Vendor; 7.1.6 following Completion, it will have no claim against any Energis Group Company or any holder of Shares or any director, officer, employee, agent or adviser of any Energis Group Company in respect of its Shares or otherwise in its capacity as a member of the Company and the Vendor agrees no beneficial owner of any such Shares will have any such claim provided that the Purchaser Vendors make no such warranty and nothing in this Clause 7.1.6 shall treat each waive or extinguish: (i) any claim a Vendor may have against a director, officer or employee in respect of fraud or dishonest misappropriation of funds; or (ii) any right of redress that the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In additionVendors may have against such director, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern officer or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser employee in respect of any breach of the Warranties shall not be affected by Completion or gain made by any investigation made such director, officer or employee as a consequence of a dishonest breach by or on behalf of the Purchaser into the affairs of the Company or by that director, officer or employee of the Purchaser rescinding, Articles 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exerciseInvestment Agreement dated 15 July 2002. 5.6 7.1.7 following Completion, (and assuming all payments required by Part D of Schedule 3 have been made) it will have no claim against any Energis Group Company under the Facilities Agreement except in respect of Facility C. 7.2 The Vendor undertakes Warranties shall not in relation to any Warranty which refers to the knowledge, information respect be extinguished or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurateaffected by Completion. 5.7 The 7.3 Each Vendor hereby represents and warrants to the Purchaser that each of the warranties set out Vendor Warranties given by such Vendor is and will continue to be accurate up to and including the Completion Date as if repeated immediately before Completion by reference to the facts and circumstances subsisting at that date on the basis that any reference in Schedule 1 are true and correct in all respects as at such Vendor Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Completion Date. 5.8 The Purchaser 7.4 A Vendor shall only be entitled to take action within one month after Completion liable 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 Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for Warranties by that Vendor and such liability shall be limited to the following: 7.4.1 where the breach or non-fulfillment results in the failure by the Purchaser to acquire in accordance with the terms of the Vendor Warranties the Shares purportedly sold by the Vendor with good title free from Encumbrances, the cost of acquiring such title from its owner or of discharging the Encumbrances and all associated expenses; or 7.4.2 where the breach involves the Energis Group Companies or a holder of Shares retaining after Completion any liability which the Vendor Warranties state will not exist, the cost of discharging that liability and all associated expenses. 7.5 Each of the Vendor Warranties shall be such sum that is equal construed as a separate and independent warranty and (except where expressly provided to the amount contrary) shall not be limited or restricted by reference to or inference from the terms of any other Vendor Warranty or any other term of this Agreement. 7.6 Each Vendor warrants to the other Vendors that the transactions set out in, or contemplated by, this Agreement and the Facility C Agreement or the Schemes comprise the entire arrangement (excluding employment arrangements with the Purchaser for retained employees) in respect of the Considerationdisposal of Shares and the satisfaction of liabilities under the Facilities Agreement.

Vendor Warranties. 5.1 9.1 The Company Vendor represents and warrants and undertakes (garandeert en xxxxx xx voor in) to and with the Purchaser that each of the Vendor Warranties are is true and accurate in all respects and not misleading, as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate and not misleading at the Completion Date. For the purpose of the automatic repetition of the Vendor Warranties as of the Completion Date, each reference in all respects from the Vendor Warranties to the “date hereof” or “the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, ” is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances to be lessened, modified, relieved or otherwise reduced due construed to any actual or constructive knowledge of the Purchaser of any facts or events relating include a reference to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 9.2 The Purchaser’s ability to rely on the Vendor Warranties shall be limited by: (a) matters explicitly and specifically disclosed in the Vendor Warranties, the Disclosure Letter or the Supplementary Disclosure Letter (if any); (b) all information and matters disclosed in the Due Diligence Information and in the written answers given to questions raised by the Purchaser during its due diligence review, to the extent such information and matters are of a nature that it can reasonably be expected that they are discovered or assessed in a review of the type and scope carried out by the Purchaser and its advisers; (c) all information provided during the management interviews with senior managers of the various Group Companies, as explicitly laid down in reports made of these interviews and site visits, as set out in the Due Diligence Information; and (d) all matters which could have been reasonably discovered prior to the date of this Agreement from records which are available at the Trade Register of the Chamber of Commerce (Handelsregister van xx Xxxxx van Koophandel en Fabrieken), the land registry (Kadaster), Benelux Trademark Register (Benelux Merkenbureau) or any equivalent registers in the countries where the Group Companies are active as at the date of this Agreement. 9.3 The Purchaser acknowledges and confirms that it has carefully reviewed the Due Diligence Information and has duly inquired to the extent it had questions or comments in regard thereto. As per the date hereof, the Purchaser is not aware of any Vendor Warranty being untrue, inaccurate or misleading. If at Completion the Purchaser has such knowledge it shall inform the Vendor at Completion. 9.4 The representations and warranties set out in the Vendor Warranties are the only and exclusive representations and warranties given by the Vendor to the Purchaser in connection with the Group Companies, their business and affairs and they are in lieu of and supersede any other representations or warranties given, whether in writing or verbally, express or implied, if any. 9.5 The parties agree that the Vendor’s duty to disclose to the Purchaser all facts, circumstances or developments that are or may be material to the Purchaser will be limited to the disclosures that are made under the Vendor Warranties. 9.6 Each of the Vendor Warranties shall be entitled to take action within one month after Completion in respect of any breach or non-fulfillment construed as a separate representation and/or warranty and shall not be limited by the terms of any of the Warranties other Vendor Warranties, either expressly or by means of reference. 9.7 Where any Vendor Warranty refers to the Vendor’s best knowledge, such reference shall be deemed to include the knowledge of, and Completion shall not in any way constitute a waiver of any right information available to the Vendor after having made reasonable enquiries with the employees of the Purchaser. 5.9 Notwithstanding any term Group Companies whose names are set out in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal Schedule 9.7 relating to the amount of relevant matters but only to the Considerationextent such matters fall within their job description and expertise.

Vendor Warranties. 5.1 The Company Vendor hereby warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course terms set out in Part A of the due diligence conducted under Clause 3.2 or otherwiseSchedule 2. 5.2 The Vendor acknowledges that the Purchaser has full power to enter entered into this Agreement in reliance on each of the Vendor Warranties and perform other representations made by the Vendor in this Agreement and none of the Vendor Warranties shall be limited or restricted by reference to or inference from the terms of any other Vendor Warranties or any other term of this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their termsAgreement. 5.3 The Company and Vendor undertakes to promptly notify the Purchaser in writing of any matter or thing of which it becomes aware which is or may be a breach of or inconsistent with any of the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any or other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warrantyrepresentations before Completion. 5.4 The Vendor hereby waives any and all claims which it might otherwise have against any Group Company agrees to fully indemnify and keep in respect of the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur completeness or sustain from or in consequence accuracy of any information supplied, or of any failure to supply information, by or on behalf of any Group Company or any director or employee thereof to the Warranties not being correct Purchaser, the Vendor or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee their advisers in relation to any such breach of Warranties and all such rights and remedies are hereby reservedconnection with this Agreement or otherwise. 5.5 The Warranties shall survive Completion and the rights and remedies Each of the Vendor Warranties is qualified to the extent of any matters fairly and clearly disclosed in the disclosure letter given by the Vendor to the Purchaser (and accepted by the Purchaser) on or before the date 14 days after the date of this Agreement. 5.6 The Vendor shall not be liable for any claim made under or in connection with the Vendor Warranties unless: (a) a written notice giving full particulars of the claim, is made within one month of the completion of the audited accounts for the Group for the year ended 31 December 2002; (b) the amount of the claim exceeds any provision therefor in the Company Accounts; (c) the amount of the claim exceeds the amount which the Group is able to claim under any policy of insurance (in respect of any breach such claim) in which regard the Purchaser will use the Purchaser's best endeavours to recover such claim first from the insurers; and (d) the amount of the Warranties claim exceeds HK$387,500 and the amount of the claim when aggregated with other claims exceeds HK$3,875,000. 5.7 The Vendor's liability in respect of all matters under this Agreement shall not be affected by Completion or by any investigation made exceed a sum equal to the Consideration plus all reasonable legal and other costs of recovery properly incurred by or on behalf of the Purchaser into in pursuing any claim or claims and provided further, such amount shall not be in excess of US$10,000,000 (in the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may Option is not be correct, complete exercised) or accurate. 5.7 The Vendor hereby represents and warrants to US$20,000,000 (in the Purchaser event that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion DateOption is exercised). 5.8 The Purchaser shall be entitled to take action within one month 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 Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company warrants 6.1 Each of Flagstone, Xxxxxxxxxxx and undertakes ACE represent, warrant and undertake to and with the Purchaser that the Warranties warranties set out in Schedule 2 hereto (the “Warranties”) are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwisematerial respects. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each 6.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise statedstated otherwise, no clause or provision in any Warranty of this Agreement shall govern or limit the extent or application of any other provision in any Warrantyclause or provision. 5.4 6.3 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or Completion, by any investigation made or to be made by or on behalf of the Purchaser into the affairs of the Company Company, or by the Purchaser rescinding, 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 whatsoevermatter, except a specific and duly authorised written waiver or release release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation 6.4 Notwithstanding the provisions of this Clause 6, the Warranties given by Flagstone, Xxxxxxxxxxx and ACE are given on the date of this Agreement and the Vendors are under no obligation to disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties of which they may become aware after the date of this Agreement. EXECUTION VERSION 6.5 Each of the Warranties shall be separate and independent and shall not be limited by reference to any other Warranty, save that the Purchaser acknowledges and agrees that the Vendors do not give any representation or warranty in respect of Tax, save for the Warranty which refers in paragraph 16 of Schedule 2, and each of the other Warranties shall be deemed not to be given in respect of any matter involving or relating to Tax. 6.6 The Vendors acknowledge and accept that the Purchaser is entering into this Agreement in reliance upon the Warranties. Without prejudice to the knowledgeprovisions of Clause 19, information or belief of the Vendor Purchaser acknowledges that it has made full enquiry not been induced to enter into the subject matter of that Warranty this Agreement by, and that it does not have actual in connection with this Agreement or constructive knowledge, information or belief that the its subject matter of that Warranty may not be correctrely on, complete any representation, warranty, promise or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month after Completion in respect of any breach or non-fulfillment of assurance by any of the Warranties Vendors or any other person. The Purchaser agrees that it shall have no right or remedy in respect of, and Completion shall not in connection with any way constitute a waiver claim arising in relation to this Agreement and any document ancillary hereto or their respective subject matters plead or assert the making or existence of, any representation, warranty, promise or assurance by the Vendors or any of any right of the Purchasertheir directors, employees or advisers save for those herein or therein contained. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company A. All Goods delivered and Services rendered hereunder shall be covered by the Manufacturer’s standard international warranty B. In addition and without prejudice to Paragraph A above, Vendor warrants and undertakes to and with the Purchaser that the Warranties Goods and Services delivered and rendered hereunder are true merchantable and accurate fit for use for the particular purpose described in this Contract (or, if no such purpose is specifically described, for the purposes for which the Goods or Services, as applicable, are ordinarily used). C. Vendor also hereby expressly warrants that all respects Goods (including without limitation their parts) and Services supplied, as at applicable (1) conform to specifications detailed in Annex I (“Product Specifications”); (2) are free of latent defects, which may result solely from defective material, workmanship, or design and are not caused by misuse or misapplication of the date of this Agreement and will continue Goods; (3) will, to the extent found to be so up in breach of any warranty specified in this Contract, be removed, and repaired or replaced, covered by new warranties identical to those that applied to the originally supplied Goods and including Completion Services, extending for the remainder of the original warranty period; (4) ensure that all spares and agree replacement parts are the same as the original spares and parts unless formally replaced by an improved and Buyer-approved technical equivalent agreed by both parties; and (5) are covered by intellectual property licenses, patents, permissions, or rights which will not infringe the intellectual property rights of any third person, and which, being granted to use its best endeavours (including taking such remedial action as may Buyer pursuant to this Contract, will be necessary) adequate to ensure that they may freely use the Warranties have remained Goods free and will remain true clear of any claim, encumbrance, lien or interest of any other person or entity, and accurate in all other respects from without disturbance or impediment. Vendor shall notify the date Buyer of signing any patent or other IP infringement claim filed or to its best knowledge threatened or pending in respect of this Agreement up the Good in any of the Recipient Country(ies), relevant to the applicable Purchase Order at the time of Completion indicating its ability and acknowledge that willingness to supply the PurchaserGood. Under friendly negotiation, Buyer have the option to proceed or cancel the Contract (represented by Purchase Order D. The period of all warranties set forth in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations Article or in any other provision of the Company under Contract shall be from the Warranties shall in no circumstances be lessened, modified, relieved Date of Manufacture to the Expiration Date. E. If any Goods or Services supplied hereunder are defective or otherwise reduced due do not meet the warranties in compliance with specifications detailed in Annex I (“Product Specifications”) or otherwise applicable at any time during the warranty period, The remedies the Buyer and/or Principal Recipient are entitle to recourse to after notifying the Vendor are as below, on case by case basis : (1) reject the affected item(s); (2) reject the affected item(s) and require prompt correction or replacement (freight prepaid)at Vendor’s sole expense when necessary; (3) retain it/them at a equitably adjusted price; or (4) require Vendor to provide, if available, corrections in the form of field change order kits (including components, instructions and other necessary materials) from Vendor so that Buyer or its designee may make necessary changes or repairs. Repaired or corrected items shall be subject to the same warranties as if they were new. While returned item(s) are in Vendor’s possession and while in transit during return to Vendor and reshipment to or as directed by Xxxxx, all reasonable risks and costs of loss, destruction or damage shall be determined on case by case basis. Vendor shall indemnify, defend and hold harmless Buyer and/or Principal Recipient from direct losses resulting from the defect arising solely from defective material, workmanship, or design and are not caused by misuse or misapplication of the Goods under specifications detailed in Annex I “Product Specifications”, as long as the Goods are within the period from the Date of Manufacture to the Expiration Date. In case of dispute about status of Good, status will be evaluated by a mutually agreed upon laboratory, using agreed upon reference standards and methods. F. The Buyer shall submit undisputed warranty claims to Vendor within twenty (20) days after discovery of any breach, indicating the nature and date of the claim. G. Vendor shall promptly respond to any actual problem reported by the Buyer by making changes in the Goods or constructive knowledge of their manufacturing processes if necessary, so that further Goods to be delivered to the Purchaser client and/or Buyer shall be as warranted herein. If Vendor becomes aware of any facts or events non-conformance to any warranty relating to the businessDelivered Goods, operations Vendor shall promptly notify Buyer thereof in writing. Buyer shall have the right, after confirming with the Vendor on case by case basis, to stop further deliveries of Goods from Vendor for any such good for which an unconformity, defect, or otherwise any matter that shows unconformity to the warranties subject to specifications detailed in Annex I (“Product Specifications”), and in such event Buyer shall advise Vendor of Buyer’s best identification and assessment of the Company, whether such knowledge is gained in the course problems. Further deliveries of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties Goods shall not be affected by Completion or by any investigation made by or on behalf to Buyer until and unless Vendor has corrected the specified areas of non- conformance in the Purchaser into the affairs of the Company or by the Purchaser rescindingGoods, or failing Buyer authorizes in writing the shipment of such Goods pending Vendor's correction. Xxxxx's actions pursuant 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 authorised written waiver or release and no single or partial exercise of any right or remedy Paragraph shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants deemed to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month 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 Purchaserchange order. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 The Company 7.1 Subject to the provisions and limitations contained in clauses 7 and 8, the Vendor warrants and undertakes to and with the Purchaser that that, except as Disclosed in the Disclosure Material, each of the Vendor Warranties contained in Schedule 4 are true and accurate in all respects and not misleading as at the date of this Agreement hereof (unless specified to be given only as at a specific date) and will continue be so on the Completion Date as if repeated immediately before Completion (unless specified to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action given only as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations at a specific date). 7.2 Each of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Vendor Warranty and, except where expressly stated otherwise stated(including in this clause 7 and in clause 8), no provision contained in any Warranty this Agreement shall govern or limit the extent or application of any other provision in any Warrantyprovision. 5.4 7.3 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Vendor Warranties shall survive Completion and the Completion. The rights and remedies of the Purchaser in respect of any breach of any of the Vendor Warranties shall not be affected by Completion or by continue to subsist after and notwithstanding Completion. 7.4 If after the signing of this Agreement: (a) the Vendor becomes aware that any investigation made by or on behalf of the Purchaser into the affairs Vendor Warranties are materially untrue, inaccurate or misleading as of the Company signing of this Agreement; or (b) the Vendor becomes aware that any event occurs or by matter arises which is or may constitute a breach of or be inconsistent with any of the Vendor Warranties, the Vendor shall notify the Purchaser rescinding, in writing (including via email) describing the fact or failing to rescind this Agreement, or failing to exercise or delaying event in reasonable detail as soon as possible and Disclose the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercisesame in the Completion Disclosure Letter. 5.6 The 7.5 Where a Vendor undertakes in relation Warranty is made or given “so far as the Vendor is aware”, “to any Warranty which refers to the best of the knowledge, information or and belief of the Vendor” or similar expression, that Vendor that it has Warranty shall be deemed to be subject to the actual knowledge of the Directors of the Group Companies having made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accuratereasonable enquiries. 5.7 7.6 The Vendor hereby represents Warranties are qualified in their entirety by, and warrants subject in their entirety to, and the Purchaser is barred from making a Claim in respect of: (a) those limitations set out in this clause 7 and in clause 8; (b) any action undertaken pursuant to or in contemplation of this Agreement including all Encumbrances directly or indirectly relating to the Loan, Loan Agreement and Share Mortgage Agreement; (c) those matters Disclosed to the Purchaser that including (but not limited to) those matters Disclosed in this Agreement and the warranties Disclosure Material; (d) any matter provided for or set out or described in Schedule 1 are true and correct the Management Accounts or the Audited Accounts (including in all respects as at any notes thereto); (e) the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month after Completion in respect extent of any matter or thing hereafter done or omitted to be done (i) by the Purchaser in causing breach or non-fulfillment of any of the Warranties and Completion shall not in Vendor Warranties; or (ii) by the Vendor or any way constitute a waiver of any right Group Company at the written request or with the written approval of the Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.; or

Vendor Warranties. 5.1 6.1 The Company warrants Vendors hereby represent, warrant and undertakes undertake to and with the Purchaser (to the intent that the provisions of this Clause 6.1 shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 2, jointly and severally or severally as the case may be as therein indicated, and acknowledge that the Purchaser in entering into this Agreement is relying on the Vendor Warranties so provided by them, on the basis that the Vendor Warranties provided by them are true and accurate in all respects as at the date of this Agreement hereof and will continue to be so shall on each day up to and including the Completion Date be true, accurate and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate complete in all respects from the date of signing of this Agreement up material respects, in each case with reference to the time of Completion facts and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations circumstances then existing. 6.2 Each of the Company under the Vendor Warranties shall in no circumstances be lessenedseparate and independent and, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating save as expressly provided to the businesscontrary, operations shall not be limited by reference to or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 inference from any other Vendor Warranty or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition any other term of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) 6.3 No information of which the Purchaser already has any knowledge, and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any no investigation made by or on behalf of the Purchaser into including any due diligence carried out under Clause 4.1(b) or any information received in relation to the affairs preparation of the Company legal opinion to be delivered under Clause 4.1(c), shall prejudice any claim made by the Purchaser under any of the Vendor Warranties or be deemed a disclosure that operates to reduce any amount recoverable. 6.4 Each of the Vendors hereby waives any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given or by the Purchaser rescindingdirectors, officers or failing to rescind this Agreement, or failing to exercise or delaying the exercise employees of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise member of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes the Group in relation to any Warranty which refers to connection with the knowledge, information or belief giving of the Vendor that it has made full enquiry into Warranties provided by it. 6.5 Each of the subject matter of that Warranty Vendors shall not and that it does not have actual or constructive knowledge, information or belief shall use their reasonable best endeavours to procure that the subject matter members of that Warranty the Group shall not (save only as may not be correctnecessary to give effect to this Agreement) do, complete allow or accurateprocure any act or omission prior to Completion which would constitute a breach of any of the Vendor Warranties provided by it respectively if they were given at any and all times from the date hereof to Completion or which would make any of the Vendor Warranties provided by it respectively inaccurate or misleading if they were so given. 5.7 The Vendor hereby represents and warrants 6.6 In addition to the rights of the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month after Completion common law in respect of any breach or non-fulfillment of any of the Vendor Warranties and Completion notwithstanding that the transactions contemplated by this Agreement shall not have already been completed, each of the Vendors hereby undertakes and agrees to indemnify, defend and hold harmless the Purchaser on demand, from and against the entirety of any and all Adverse Consequences that any of them may suffer or incur resulting from, arising out of, relating to, in the nature of or caused by: (a) a breach of the relevant Vendor Warranties or any other representation or warranty of the Vendor made in any way constitute certificate or other document delivered or given pursuant to this Agreement; (b) any breach or violation of any of the agreements, undertakings or covenants made by the Vendor in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement. 6.7 From the date hereof up to the Completion Date, each of the Vendors shall promptly notify the Purchaser in writing if such Party becomes aware of any fact or condition that at any time causes or constitutes a breach of or is materially inconsistent with any of the Vendor Warranties provided by it if they were given at any and all times from the date hereof up to Completion or would otherwise have or be likely to have a Material Adverse Effect with respect to any member of the Group, and during the same period, each of the Vendors shall promptly notify the Purchaser in writing of the occurrence of any breach of any its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of the Conditions impossible, provided that no disclosure pursuant to this paragraph shall be viewed as a waiver of any right of such covenants or the Conditions or any breach thereof by the Purchaser nor shall the disclosure affect the Purchaser’s rights arising under the indemnifications or other covenants, agreements or undertakings provided by the Vendors herein. 5.9 Notwithstanding 6.8 In the event of it becoming apparent on or before Completion that any term in this Agreement, the maximum liability of the Vendor for Warranties or any other term of this Agreement is breached in material respect by any Party other than the Purchaser, the Purchaser may rescind this Agreement by notice in writing to the other Parties without prejudice to any rights it may have in respect of the alleged breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Considerationrescission hereof.

Vendor Warranties. 5.1 6.1 The Company Vendor warrants that the Share Vendor has, and undertakes will upon Completion have, the right to sell and with transfer full legal and beneficial ownership of the Target Shares free from all Third Party Rights. 6.2 The Vendor warrants to the Purchaser that at Completion (i) the Warranties Target Shares constitute the whole of the issued and allotted or, to the extent appropriate, registered, share capital of the Target, (ii) all the Target Shares are true fully paid and accurate in all respects there is no liability to pay any additional contributions on the Target Shares, and (iii) the Target has no liabilities and owns no assets other than the CNPC (HK) Shares. 6.3 The Vendor further warrants to the Purchaser as at the date of this Agreement in the terms of the Warranties set out in Schedule 1. The Warranties shall be separate and will continue independent and (except as expressly otherwise provided) no Warranty shall be limited by reference to any other Warranty. Unless the context otherwise requires, each Warranty shall be deemed to be so up repeated immediately before Completion by reference to the facts and including Completion and agree circumstances then existing as if references (express or implied) in each Warranty to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up were references to the time date of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due Completion. 6.4 The Vendor undertakes to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations on the Vendor, enforceable in accordance with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice to any other Warranty and, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to limiting any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect any way including rights to damages for breach of any Warranty or on any other basis) that, if there is a breach of any Warranty, it shall pay or procure payment in cash to the Purchaser on demand a sum equal to the aggregate of: (a) the amount which would be necessary to put the relevant Target Company into the financial position which would have existed had there been no breach of the Warranty; and (b) all Costs directly suffered or incurred by the Purchaser or any of its subsidiaries (including any Target Company), as a result of or in connection with the breach of Warranty. 6.5 The Warranties shall not be extinguished or affected by Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 for a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month 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 by the Purchaser. 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment of the Warranties shall be such sum that is equal to the amount of the Consideration.

Vendor Warranties. 5.1 (a) The Company Vendor warrants and undertakes to and with the Purchaser that the Warranties are true and accurate in all respects as at on the date of this Agreement in the terms set out in Schedule 6 (Warranties Given by Vendor) and, with respect to the Repeated Warranties only, warrants to the Purchaser in the terms set out in such Repeated Warranties by reference to the facts and circumstances as at Initial Transfer or, with respect to any Deferred Asset, at the Deferred Transfer for such Deferred Asset. For this purpose only, where there is an express or implied reference in a Warranty to the “date of this Agreement”, that reference is to be construed as a reference to the Initial Transfer Date or, as relevant, the applicable Deferred Transfer Date. The Warranties and Repeated Warranties are subject to any matter which is disclosed in any Transaction Document any of the Disclosure Letters, any of the documents annexed or referred to in any Transaction Document, and each document contained in the Data Room, which has been disclosed, and any matter which is expressly provided for under the terms of this Agreement. (b) Save as expressly stated in Schedule 6 (Warranties Given by Vendor), the Purchaser acknowledges and agrees that the Vendor gives no warranty, representation or undertaking as to the accuracy or completeness of any information (including any of the forecasts, estimates, projections, budgets, statements of intent or statements of opinion or accounts) provided to the Purchaser or any of its advisers or agents (howsoever provided). (c) Save as provided for Schedule 6 (Warranties Given by Vendor), the Purchaser unconditionally agrees that each Aircraft and each Engine is to be transferred in an “as is, where is” condition at Initial Transfer or, as the case may be, the applicable Deferred Transfer, and no term, condition, warranty, representation or covenant of any kind has been made or is given by the Vendor, any other Vendor Group Undertaking, Asset Owner, or any Existing Lessor or their respective representatives, employees, officers or agents in respect of the airworthiness, value, quality, durability, condition, design, operation, description, merchantability or fitness for use or purpose of any Aircraft or any Engine, as to the absence of latent, inherent or other defects (whether or not discoverable), as to the completeness or condition of the manuals and technical records relating to each Aircraft, or as to the absence of any infringement of any patent, copyright, design, or other proprietary rights and that all conditions, warranties and representations (or obligation or liability, in contract or in tort) in relation to any of those matters, expressed or implied, statutory or otherwise, are expressly excluded. The Purchaser acknowledges and agrees that it has not relied and will continue to be so up to and including Completion and agree to use its best endeavours (including taking such remedial action as may be necessary) to ensure that the Warranties have remained and will remain true and accurate in all respects from the date of signing of this Agreement up to the time of Completion and acknowledge that the Purchaser, in entering into this Agreement, is relying on, inter alia, such Warranties. For the avoidance of doubt, the liabilities and obligations of the Company under the Warranties shall in no circumstances be lessened, modified, relieved or otherwise reduced due to any actual or constructive knowledge of the Purchaser of any facts or events relating to the business, operations or otherwise of the Company, whether such knowledge is gained in the course of the due diligence conducted under Clause 3.2 or otherwise. 5.2 The Vendor has full power to enter into and perform this Agreement and this Agreement will constitute, binding obligations not rely on the Vendor, enforceable in accordance any other Vendor Group Undertaking or any Existing Lessor or their respective representatives, employees, officers or agents with their terms. 5.3 The Company and the Vendor agrees that the Purchaser shall treat each of the Warranties (to the extent that they are applicable to them) as a condition of this Agreement. In addition, each of the Warranties is without prejudice regard to any other Warranty andexpress or implied warranty or representation, except where expressly otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 5.4 The Company agrees to fully indemnify and keep the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which the Purchaser and its assignee may incur or sustain from or in consequence of any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to any other rights and remedies of the Purchaser and its assignee in relation to any such breach of Warranties and all such rights and remedies are hereby reserved. 5.5 The Warranties shall survive Completion and the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion or by any investigation whether made by or on behalf of the Purchaser into the affairs of the Company or by the Purchaser 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 authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.6 The Vendor undertakes in relation to any Warranty which refers imputed to the knowledgeVendor or otherwise, information or belief of the Vendor that it has made full enquiry into the subject matter of that Warranty and that it does not have actual or constructive knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 5.7 The Vendor hereby represents and warrants to the Purchaser that the warranties set out in Schedule 1 are true and correct in all respects as at the Completion Date. 5.8 The Purchaser shall be entitled to take action within one month after Completion in respect of any breach of the matters referred to in this Clause 12.1(c), other than as specifically included in Schedule 6 (Warranties Given by Vendor), and that save for any rights or non-fulfillment of any claims against the Vendor in respect of the Warranties and Completion shall not it has no rights or claims against the Vendor, the Asset Owner, any other Vendor Group Undertaking, or any Existing Lessor or their respective representatives, employees, officers or agents in any way constitute a waiver of any right respect of the Purchasermatters referred to in this Clause 12.1(c). 5.9 Notwithstanding any term in this Agreement, the maximum liability of the Vendor for breach or non-fulfillment (d) Each of the Warranties shall be such sum that is equal construed separately and none of the Warranties shall limit or govern the extent, application or construction of any other of the Warranties. (e) The Vendor undertakes to the amount Purchaser that it will not seek to pursue any right, remedy or claim against the Company or any of its respective officers or employees which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given to all or any of the ConsiderationVendor or any of their advisers or agents in connection with this Agreement, the Warranties, or any other document referred to in this Agreement except to the extent that such right, remedy or claim arises against any of such officers or employees and as a result of fraud or wilful concealment. In any event, the Vendor irrevocably undertakes to the Purchaser (for itself and trustee for each of such persons) to waive every such claim it may have against any of such persons except any claim arising against any of such officers or employees as a result of fraud or wilful concealment.