Common use of Vendor’s Warranties Clause in Contracts

Vendor’s Warranties. The Vendor represents and warrants that: (a) The Vendor is the registered and beneficial owner of the Property; (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely; (c) The Vendor has not and will not after the date of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the Property.

Vendor’s Warranties. 8.1 The Vendor represents Vendors acknowledge that the Purchaser has entered into this Agreement in full reliance of the representations made by the Vendors in respect of the Company as set out in this Agreement and warrants that:in Schedule 1 hereto. (a) 8.2 The Vendor is Vendors hereby warrant and undertake to and with the Purchaser and their respective successors-in-title as follows:- 8.2.1 the recitals and the Schedules as annexed hereto are true and correct in all material respects; 8.2.2 the Vendors are the registered and beneficial owner of the Property; (b) The Vendor is absolutely entitled Said Shares and has full ability to transfer the rightsSaid Shares are free and clear of any pledges, title liens, claims, charges, trust or other encumbrances and interests in and to that the Property Said Shares shall be transferred to the Purchaser absolutelytogether with all rights, benefits and entitlements attached thereto; (c) The Vendor has not and will not after the date of this Agreement sell8.2.3 that there is no arrangement, disposeagreement, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property option or any part thereof; andright made, granted or issued by the Company which calls for the issue or accord to any person the right to call for the issue of any shares, debentures or securities of any kind of the Company; (d) The Vendor is legally competent 8.2.4 the Vendors have full legal right, power and authority to execute, deliver and perform their respective obligations under this Agreement and all those such other agreement, deeds, documents and instruments as are specified or referred to in this Agreement; 8.2.5 there is no provision of the Company's Memorandum and Articles of Association and no provision of any existing contract, agreement or instrument binding on the Company or the Vendors which has been or would be contravened by the execution and delivery of this Agreement and such other agreements, deeds, documents and instruments as are specified or referred to in this Agreement or by the performance or observance by the Company or the Vendors of any of the terms hereof or thereof; 8.2.6 all consents, approvals, licences and authorizations of, and all filings and registrations with, any governmental or statutory agency or authority necessary for the due execution and delivery of this Agreement will, as far as the same are required to be done or performed by the Vendors, by the Completion Date, be obtained, and all consents, approval, licences, authorizations, filings and registrations necessary for the performance or enforceability hereof and for the performance by the Vendors and the Company of their respective obligations required under this Agreement will, by the Completion Date, be obtained and will be in full force and effect as at Completion Date; 8.2.7 that neither the Company nor its shareholders or directors have committed and/or is in breach of it any of the law or the laws of Malaysia in relation to the affairs of the Company and having an adverse material effect on the affairs of the Company; 8.2.8 that there are no other classes of shares in the capital of the Company except ordinary shares which rank pari passu among themselves; 8.2.9 that the Vendors are or will be the only shareholders for the time being of the Company at the Completion Date; 8.3 The Vendors hereby undertake to indemnify and keep indemnified the Purchaser and their successors-in-title against all or any losses, damages, claims, demands arising out of a breach or breaches of the warranties, undertakings and covenants given in this Agreement and Schedule 1 or misrepresentations in any material respect under the terms of this Agreement;Agreement and Schedule 1 or for any breach of any term and-condition hereof and against all debts and liabilities incurred by the Company which are not disclosed in the Audited and/or Management Accounts and which become payable by the Company including any costs lawfully due in connection therewith. (e) To the best of the Vendor’s knowledge, the Vendor is not 8.4 The said undertaking and indemnity in breach Clause 8.3 shall be separate and independent and shall not be limited by any of the provisions contained in this Agreement. 8.5 If prior to the Completion Date it shall be found that any of the warranties or undertakings contained under this Agreement and in Schedule 1 are untrue or incorrect in any material respect the Purchaser shall be entitled by notice in writing to the Vendors to rescind this Agreement and the agreements set out in Recital G (but without prejudice to any other rights to which the Purchaser may be entitled at law) but failure to exercise this right shall not constitute a waiver of any other rights of the Purchaser or their respective successors-in-title arising out of any breach of warranty or undertaking. Rescission of this Agreement under this Clause 8.5 shall not extinguish any right to damages to which the Purchaser or its successors in title may be entitled in respect of the breach of this Agreement. 8.6 Each of the representations, warranties, undertakings contained in this Agreement and in Schedule 1 shall be separate and independent. The rights and remedies of the Purchaser in respect of a breach or breaches of the warranties or undertakings shall not be effected or determined by the completion of the transaction herein commit any breach of any express or implied condition sale and purchase of the title said Shares hereunder or by the Purchaser rescinding or failing to rescind this Agreement or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release by the Property;Purchaser, and no single or partial exercise or any right or remedy shall preclude any further or other exercise. (f) To the best 8.7 The rights and remedies of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or Purchaser in respect of a breach or breaches of the Propertywarranties and undertakings shall not be affected or determined by any investigation made by or on behalf of the Purchaser into the affairs of the Company. 8.8 The Vendors hereby represent, warrant to and undertake with the Purchaser and its successors-in-title that each of the representations, warranties and undertakings contained in this Agreement and Schedule 1 will be true and accurate in all material respects on Completion Date. as though the same were made on Completion Date.

Vendor’s Warranties. The Vendor represents and hereby warrants that:to the Purchaser with the intention that such warranties shall survive settlement hereunder, that:- (ai) The the Vendor is the registered holder and beneficial owner of the PropertyInterest and will upon the Settlement Date be capable of transferring the Interest to the Purchaser free of all Encumbrances; (bii) The the Vendor is absolutely entitled and has full ability to transfer not aware of any litigation or proceedings of any nature whatsoever concerning any of the rightsTenements (including without limitation any plaint seeking forfeiture of any of the Tenements) pending or threatened against the Vendor or any other person which may defeat, impair, detrimentally affect or reduce the right, title and interests interest of the Vendor in and any of the Tenements or the interest therein expressed to the Property be sold to the Purchaser absolutelyunder this Agreement; (ciii) The each of the Tenements is of full force and effect and in good standing and not liable to forfeiture for any reason; iv) there are not or will not on the Settlement Date be any agreements affecting the Tenements; v) there is not in existence any current compensation agreement with the owner or occupier of any land which is subject to any of the Tenements; vi) the Vendor has not corporate power to own, sell and will not after assign the date of Tenements and to bind itself in the manner contemplated by this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent and to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicablevii) the Vendor has obtained not granted, (and will not have granted at the approval(sdate Settlement is effected) to any person, firm or corporation any rights to own or possess any interest or any rights to explore or prospect for minerals or to mine the same in any part of the Tenements (or any of them); viii) all Mining Information has been disclosed to the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the PropertyPurchaser.

Vendor’s Warranties. (a) The Vendor represents and warrants to Newcrest that: (ai) The Vendor is it has good and marketable title to the registered Goods and beneficial owner the right to sell the Goods to Newcrest on the terms of the PropertyContract; (ii) Newcrest will receive good title to the Goods, free and clear of all interests including any lien, charge or encumbrance; (iii) the Goods comply with all the requirements of the Contract and correspond in all respects with the specifications and the representations made by the Vendor; (iv) Newcrest has the full benefit of any manufacturer’s or trade warranties that may be applicable to the Goods or any part of the Goods and on delivery of the Goods the Vendor will assign the benefit of any such unexpired manufacturer's or trade warranties to Newcrest (including any warranties from any Sub- Contractors); (v) the Goods are new (unless otherwise specified), of merchantable quality and free from any defects in materials, workmanship and design; (vi) the Goods are fit for any purpose which Newcrest has made known to the Vendor and are also fit for the purpose for which Goods of a similar nature are commonly supplied; (vii) the Goods comply with all Laws in force in the jurisdiction in which they are supplied; (viii) the use of Goods by Xxxxxxxx, including resale, will not infringe any third party Intellectual Property Rights; (ix) in performing the Services, the Vendor and its Personnel will: (A) exercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of work comparable to the Services; (B) act in a workmanlike, careful, safe and proper manner; (C) hold all necessary permits, licences and authorities required by Law to supply the Services at the Site; (D) ensure the Services are fit for any purpose notified by Newcrest and in the absence of notification, for the purpose for which services of that or a similar type are commonly acquired; (E) perform the Services in a timely manner; and (F) comply with all the requirements of the Contract; and (x) it has not entered into the Contract (on the terms and conditions recorded herein) in reliance on any representation expressly or impliedly given by or on behalf of Newcrest, any Newcrest Personnel or any Related Body Corporate of Newcrest, other than to the extent that a relevant representation is expressly recorded in the terms and conditions of the Contract. (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely; (c) The Vendor has Contract does not and will not after the date of this Agreement sell, dispose, charge, mortgage, assign exclude or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not way limit other warranties provided by Law in breach and shall not prior relation to the completion of the transaction herein commit any breach of any express Goods or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the PropertyServices.

Vendor’s Warranties. The Vendor hereby represents and warrants in favour of the Purchaser (which Warranties will be deemed to be repeated on each day up to and including the Settlement Date) that: (a) The the Shares, together with the shares being offered by the Vendor is pursuant to the registered Contact IPO and beneficial owner any shares included in any over- allotment option that may be granted to the Syndicate under the Purchase Agreement, comprise all of the Propertyissued shares in the Company; (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutelyShares are fully paid; (c) The the Shares are beneficially owned by the Vendor and the Vendor has not full power, right and will not after authority to sell and procure the date transfer of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; andShares; (d) The there are no agreements or restrictions, whether arising out of legislation, regulations, agreement or otherwise, preventing or restricting or inhibiting the Vendor is legally competent to execute, deliver from carrying out or procuring such sale and perform all those obligations required of it under transfer in the terms of manner provided by this Agreement; (e) To on the best transfer of the Vendor’s knowledge, the Vendor is not in breach and shall not prior Shares to the completion of Purchaser, property in the transaction herein commit any breach of any express or implied condition of the title Shares will pass to the PropertyPurchaser free from any Encumbrances; (f) To the best Vendor has full power and authority to enter into this Agreement and to carry out the transactions provided for in this Agreement, and this Agreement has been duly executed and delivered by the Vendor and is a valid and binding document of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of Company has not declared or paid any dividend, or made any distribution (as that term is defined in the Vendor’s knowledgeCompanies Act 1993), there is no pending suit and will not declare or legal proceedings pay any dividend or make any such distribution (as the case may be), during the period beginning on 30 September 1998 and have not received any claims against ending on (and including) the Vendor which may affect Settlement Date, other than as disclosed in any way writing to the rights of Purchaser before the Vendor to dispose of the Property;Final Bid Date; and (h) (If applicable) neither the Vendor has obtained nor the approval(s) of Company is a party to, nor will it prior to Settlement enter into, any agreement or arrangement providing for a right, entitlement or option for any person to take shares or convertible securities in the Company, other than for the purposes of the Relevant Authorities which is required Contact IPO or as disclosed in writing to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having Purchaser before the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the PropertyFinal Bid Date.

Vendor’s Warranties. 10.1. The Vendor represents and warrants to the Company that: (a) The Vendor it has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 6, upon payment of the Price (whether in part or in full) or Delivery (whichever is the registered earlier to occur) the Company will have good title to the Goods, free and beneficial owner clear of the Propertyall interests and encumbrances including Security Interests; (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and Goods and/or Rental Items delivered to the Property to Company will correspond in all respects with the Purchaser absolutelySpecifications and the representations made by the Vendor and any sample provided by or on behalf of the Vendor; (c) The the Vendor has not and will not after holds all relevant import licences, consents or authorities necessary for the date performance of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; andContract; (d) The Vendor is legally competent the Company will have the full benefit of any manufacturer’s warranties that may be applicable to execute, deliver and perform all those obligations required the Goods or any part of it under the terms of this AgreementGoods; (e) To the best Goods will be of the Vendor’s knowledgemerchantable quality and free from defects in design, the Vendor is not in breach manufacture and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Propertyassembly; (f) To the best of Goods, Rental Items and Services will be fit for any particular purpose which the Vendor’s knowledge, there are no outstanding notices, orders, requirements Company has made known (whether expressly or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by implication) to the Vendor or his successors in title and will be fit also for the purpose for which Goods, Rental Items and/or Services of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoevera similar nature are commonly supplied; (g) To the best of Goods, Rental Items and/or Services will comply with all laws (including statues, the Vendor’s knowledge, there is no pending suit or legal proceedings common law and have not received any claims against equity) in force in the Vendor jurisdiction in which may affect in any way the rights of the Vendor to dispose of the Propertythey are supplied and with all relevant standards issued by Standards New Zealand; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained Services performed by the Vendor will be performed in accordance with any lawsthe Specifications and the terms and conditions described in the Purchase Order and in accordance with the standards of a reasonable and prudent provider of those Services; (i) the Services performed by the Vendor will be performed using due skill, rulescare and diligence, regulations in a safe and competent manner and using qualified Vendor Personnel and equipment and materials of merchantable quality and fit for their use or guidelines intended use; (whether or not having j) Vendor Personnel who are involved in the force of law) passed, enacted or prescribed by any performance of the Relevant Authorities for or in connection with Services and/or the sale supply of the Property as contemplated under this AgreementGoods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (ik) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case time shall be of the essence. 10.2. Subject to clause 10.4, the Vendor will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company. 10.3. Where the Vendor repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Vendor shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items. 10.4. If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time up to the later of 30 months from the date the Goods are delivered or supplied, the Vendor must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or operating characteristics. 10.5. If the Vendor fails to comply with the requirements of clauses 10.2, 10.3 and/or 10.4, the Company may have the deficiency rectified by third parties and recover the reasonable costs of doing so from the Vendor. 10.6. Where the Vendor obtains any warranties or guarantees not specified in these terms and conditions, the Vendor must ensure that the Vendor Company has not entered into any understanding, arrangement and/or agreement with any person the benefit of such warranties or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the Propertyguarantees.

Vendor’s Warranties. 9.1 The Vendor represents and warrants to the Company that: (a) The Vendor it has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 5, upon payment of the Price (whether in part or in full) or Delivery (whichever is the registered earlier to occur) the Company will have good title to the Goods, free and beneficial owner clear of the Propertyall interests and encumbrances including Security Interests; (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and Goods and/or Rental Items delivered to the Property to Company will correspond in all respects with the Purchaser absolutelySpecifications and the representations made by the Vendor and any sample provided by or on behalf of the Vendor; (c) The the Vendor has not and will not after holds all relevant import licences, consents or authorities necessary for the date performance of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; andContract; (d) The Vendor is legally competent the Company will have the full benefit of any manufacturer’s warranties that may be applicable to execute, deliver and perform all those obligations required the Goods or any part of it under the terms of this AgreementGoods; (e) To the best Goods will be of the Vendor’s knowledgemerchantable quality and free from defects in design, the Vendor is not in breach manufacture and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Propertyassembly; (f) To the best of Goods, Rental Items and Services will be fit for any particular purpose which the Vendor’s knowledge, there are no outstanding notices, orders, requirements Company has made known (whether expressly or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by implication) to the Vendor or his successors in title and will be fit also for the purpose for which Goods, Rental Items and/or Services of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoevera similar nature are commonly supplied; (g) To the best of Goods, Rental Items and/or Services will comply with all laws (including statues, the Vendor’s knowledge, there is no pending suit or legal proceedings common law and have not received any claims against equity) in force in the Vendor jurisdiction in which may affect in any way the rights of the Vendor to dispose of the Propertythey are supplied and with all relevant standards issued by Standards Australia; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained Services performed by the Vendor will be performed in accordance with any lawsthe Specifications and the terms and conditions described in the Purchase Order and in accordance with the standards of a reasonable and prudent provider of those Services; (i) the Services performed by the Vendor will be performed using due skill, rulescare and diligence, regulations in a safe and competent manner and using qualified Vendor Personnel and equipment and materials of merchantable quality and fit for their use or guidelines intended use; (whether or not having j) Vendor Personnel who are involved in the force of law) passed, enacted or prescribed by any performance of the Relevant Authorities for or in connection with Services and/or the sale supply of the Property as contemplated under this AgreementGoods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (ik) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case time shall be of the essence. 9.2 Subject to clause 9.4, the Vendor will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company. 9.3 Where the Vendor repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Vendor shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items. 9.4 If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time up to the later of 30 months from the date the Goods are delivered or supplied, the Vendor must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or operating characteristics. 9.5 If the Vendor fails to comply with the requirements of clauses 9.2, 9.3 and/or 9.4, the Company may have the deficiency rectified by third parties and recover the reasonable costs of doing so from the Vendor. 9.6 Where the Vendor obtains any warranties or guarantees not specified in these terms and conditions, the Vendor must ensure that the Vendor Company has not entered into any understanding, arrangement and/or agreement with any person the benefit of such warranties or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the Propertyguarantees.

Vendor’s Warranties. The Vendor represents and warrants that: (a) The Vendor acknowledges that the Purchaser is entering into this Agreement in reliance upon, among other things, the registered and beneficial owner Warranties to be given by the Vendor as set out in Schedule 1 of the Property;this Agreement. (b) The If after the execution of this Agreement and prior to Completion an event shall occur or matter shall arise of which the Vendor is absolutely entitled and has full ability to transfer becomes aware which results or may result, in any of the rightsWarranties set out in Schedule 1 of this Agreement being untrue, title and interests inaccurate or misleading, the Vendor shall immediately notify the Purchaser, in and any case prior to the Property to the Purchaser absolutely;Completion Date, setting out sufficiently details as are available. (c) The Upon notification by the Vendor has pursuant to Clause 6.2(b) above, the Purchaser shall allow the Vendor to remedy the same within thirty (30) days from the Purchaser’s written notice. In the event such event(s) are remedied within the same thirty (30) days period, the Completion Date shall occur upon such remedy. In the event such event(s) are not and will remedied within the same thirty (30) days period, the Purchaser shall not after the date of be obliged to complete this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; andAgreement. (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way Without restricting the rights of the Vendor to dispose Purchaser or otherwise affecting the ability of the Property; (h) (If applicable) Purchaser to claim damages on any other basis available to it, the Vendor has obtained undertakes to fully indemnify the approval(sPurchaser at all times from and against all and any liabilities, claims, fines, suits, obligations, damages, penalties, interests, demands, actions, losses, charges, costs (including costs on a solicitor-client basis) and expenses of any kind or nature (including, legal expenses) suffered or incurred by the Purchaser as a result of a breach of any of the Relevant Authorities which is required to be obtained by the Vendor Warranties as set out in accordance with any laws, rules, regulations or guidelines (whether or not having the force Schedule 1 of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and , provided always that such claim shall not exceed the Purchase Consideration and such claim is made within six (i6) that months from the Vendor has not entered into any understandingCompletion Date. For the avoidance of doubt, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect the Warranties shall survive Completion of the Propertythis Agreement.

Vendor’s Warranties. The Vendor represents and warrants that: : (ai) The Vendor it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, it is the registered and beneficial lawful owner or licensee of the Property; (b) The Vendor is absolutely entitled System, and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely; (c) The Vendor has not and will not after the date its performance of this Agreement sell, dispose, charge, mortgage, assign does not violate or conflict with any agreement to which Vendor is a party; (ii) the Services will be performed and the Deliverables developed in any a professional manner whatsoever encumber or deal consistent with the Property or any part thereoflevel of care, skill, practice and judgment exercised by other professionals in performing Services of a similar nature under similar circumstances by personnel with requisite skills, qualifications and licenses needed to carry out such work and in accordance at the highest level of service that Vendor delivers to its other customers; and (diii) The Vendor is legally competent all Services and Deliverables shall materially conform to execute, deliver the Specifications and perform requirements set forth in this Agreement at all those obligations required of it under times during the terms of this Agreement; Term; (eiv) To the best to Vendor’s knowledge as of the Vendor’s knowledgeEffective Date, the Vendor is not in breach Services and the Deliverables shall not prior to the completion of the transaction herein commit any breach of any express contain defamatory or implied condition of the title to the Property; indecent matter; (fv) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings threatened litigation that would have a material adverse impact on its performance under the Agreement; (vi) it shall not transmit or make available any Xxxxxx Confidential Information, including Personal Data, to any entity or individual outside the continental United States; (vii) the Documentation shall be complete and have accurate so as to enable a reasonably skilled Xxxxxx user to effectively use all of its features and functions without assistance from Vendor and, on each date on which Vendor delivers it to Xxxxxx, the Documentation is Vendor’s most current version thereof; provided that, without the prior written approval of Xxxxxx, in no event shall any Documentation reflect a material diminution in the form, * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. features or functionality of the Services from that originally licensed under this Agreement, and, accordingly, Vendor shall not received any claims against change the Vendor which may affect form, features or functionality in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated material adverse manner from that originally licensed under this Agreement; and (iviii) that it shall comply with all applicable laws and regulations, including those relating to privacy and information security, in its performance of this Agreement and provision of the Services; (ix) there is no existing pattern or repetition of material customer complaints regarding the Vendor has System, Services or Deliverables, including functionality or performance issues, and that Vendor’s engineers have not entered into currently identified any understandingrepeating adverse impact on the Vendor System, arrangement and/or agreement with any person Services or bodyDeliverables, including functionality or performance, for which the root cause is believed to grant any tenancybe a flaw or defect in the Vendor System, lease, option, license, easement Services or any other right whatsoever over or in respect Deliverables and Vendor shall promptly notify Xxxxxx upon becoming aware of the Propertysame; (x) the Vendor System and Services does not contain any open source code or other code which may subject Xxxxxx’x source code to the terms of open source licenses that would require the distribution of Xxxxxx source code under such open source licenses; and (xi) under no circumstances may Xxxxxx Source Code be made available to any entity or person [*] without Xxxxxx’x prior written consent.

Vendor’s Warranties. The Vendor 7.1 In consideration of the Purchaser agreeing to purchase the Shares on the terms contained in this Agreement each of the Vendors hereby severally:- 7.1.1 in relation to the Company and the Subsidiary warrants, represents and warrants thatundertakes to the Purchaser (contracting for itself and as trustee for any successor in title to the Shares) in the terms set out in schedule 5; 7.1.2 undertakes so far as he is able that (save only as may be necessary to give effect to this Agreement) he shall not, and shall procure (as far as they can) that the Company and the Subsidiary shall not, prior to Completion, do any act or thing or omit to do any act or thing the commission or omission of which would constitute a breach of any of the Vendors' Warranties if they were given at Completion or which would make any of the Vendors' Warranties untrue or inaccurate or misleading if they were so given on the basis that a reference to the actual time of Completion were substituted for any express or implied reference to the time of this Agreement, provided that no Vendor shall be required to prevent any Director of the Company or the Subsidiary from performing properly his obligations as a Director of such company; 7.1.3 further undertakes to the Purchaser that upon his becoming aware prior to Completion of the impending or threatened occurrence or non-occurrence of any matter event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such event occurred or been know to any of them prior to the date of this Agreement) of any of the Vendors' Warranties or which would or might make any of the Vendors' Warranties inaccurate or misleading or which would or might give rise to a claim under the Deed of Tax Covenant (whether or not then executed) he will promptly given written notice of such event to the Purchaser and if so requested by the Purchaser use his reasonable endeavours promptly to prevent or remedy the same if:- (a) the event in question could not reasonably have been avoided or prevented by the Vendors or any of them; and (b) the occurrence of the event in question was duly notified in accordance with the foregoing provisions of this clause 7.1.3. 7.1.4 warrants, represents and undertakes to the Purchaser (contracting for itself and as trustee for any successor in title to the Shares) that as at each Filing Date, the factual or historical information relating to the Company and the Subsidiary as set out in the Agreed Extracts will be accurate in all material respects and will not omit to state any material fact necessary in order to make any of such information not misleading. 7.2 Where any of the Vendors' Warranties are made or given "so far as the Vendors are aware", the knowledge, information and belief of each of the Vendors and the knowledge, information and belief of any one of the Vendors shall be imputed to the remaining Vendors. 7.3 None of the Vendors' Warranties or the Deed of Tax Covenant shall be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Purchaser, and no information relating to the Company or to the Subsidiary of which the Purchaser has knowledge (actual or constructive) other than by reason of its being Disclosed shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement. The benefit conferred upon the Purchaser by the foregoing provisions of this clause shall be deemed to be also conferred upon the Company and upon the Subsidiary. 7.4 Any information supplied by or on behalf of the Company or on behalf of the Subsidiary (or by any officer, employee or agent of any of them) to the Vendors or their advisers in connection with the Vendors' Warranties, the Deed of Tax Covenant or the information Disclosed in the Disclosure Documents shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Vendors and the Vendors hereby undertake to the Purchaser to waive any and all claims which they might otherwise have against the Company or the Subsidiary or against any officer, employee or agent of any of them in respect of such claims but so that this shall not preclude any Vendor from claiming against any other Vendor under any right of contribution or indemnity to which he may be entitled. 7.5 Each of the Vendors' Warranties set out in the separate paragraphs of schedule 5 shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any other such Warranty. 7.6 The Purchaser has entered into this Agreement upon the basis of and in reliance upon the Vendors' Warranties and the same together with any provision of this Agreement or the Deed of Tax Covenant when executed which shall not have been fully performed at Completion shall remain in force notwithstanding that Completion shall have taken place. 7.7 If it is found on or prior to Completion that any of the Vendors' Warranties as given pursuant to clause 7.1.1 (but subject to paragraph 2.1 of schedule 8) are in any material respect untrue, misleading, incorrect or unfulfilled or if the Purchaser becomes aware of any material matter or thing which is inconsistent with the same (each, a "Material Claim") or that the Vendors are in material breach of any other term of this Agreement which is material in the context of this sale (including without limitation the provisions of clause 6.1), the Purchaser shall be entitled by notice in writing to the Vendors to rescind this Agreement at any time prior to Completion but failure by the Purchaser to exercise this right shall not constitute a waiver of any such Material Claim or any other rights of the Purchaser arising by reason of any breach of any Vendors' Warranty provided that if the amount of such Material Claim or Claims exceeds (pound)500,000, the Vendors shall be entitled by notice in writing to the Purchaser to rescind this Agreement. 7.8 If it is found on or prior to Completion that any of the Vendors' Warranties, if given on the basis set out in clause 7.1.2, would be in any material respect untrue, misleading, incorrect or unfulfilled or if the Purchaser becomes aware of any material matter or thing which would be inconsistent with the same if given on such basis, and that such matter or thing does not constitute a Material Claim (a "Subsequent Claim"), the Purchaser shall be entitled by notice in writing to the Vendors to rescind this Agreement at any time prior to Completion provided that failure by the Purchaser to exercise this right shall constitute a waiver of any other rights of the Purchaser arising by reason of any such Subsequent Claim. 7.9 For the purposes of clause 7.1.4: (a) The Vendor is the registered and beneficial owner Purchaser undertakes to provide the directors of the PropertyCompany (on behalf of the Vendors) with an appropriate opportunity to review in draft form those sections of any registration statement (or any amendment thereto) which contain information relating to the Company and the Subsidiary, and to make such amendments to those sections as such directors may reasonably require; (b) The Vendor is absolutely entitled and has full ability the Vendors undertake to transfer the rights, title and interests in and to the Property to the Purchaser absolutelyprovide comments on such draft sections promptly after receipt thereof; (c) The Vendor has not and will not after the date for purposes of this Agreement sellidentification, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best a director of the Vendor’s knowledgeCompany shall on each Filing Date deliver a certificate in the agreed terms attaching such sections (incorporating any such amendments) and confirming their accuracy, and such sections shall constitute the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any express or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the Property"Agreed Extracts".

Vendor’s Warranties. The Vendor represents and warrants that: (a) The In consideration of and as an inducement to the Purchaser entering into this Agreement the Vendor warrants and represents to the Purchaser, subject to this clause 7 that:- (i) the Vendor has and will have full power and authority (subject to entry and effectiveness of the Sale Order)to enter into and perform this Agreement which constitute or when executed will (subject to the entry and effectiveness of the Sale Order) constitute binding obligations on him in accordance with their respective terms; (ii) the Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid; (iii) on completion there shall be no Encumbrance on, over or affecting the Shares and there shall be no agreement or arrangement to give or create any Encumbrance and no claim will be in existence at that time made by any person to be entitled to any of the foregoing. (iv) the Vendor is entitled to transfer the registered full legal and beneficial owner ownership of the PropertyShares to the Purchaser on the terms of this Agreement without the consent of any third party save and except to the extent excused by or unenforceable as a result of the filing of the Chapter 11 Cases or the applicability of any provision or applicable law of the Bankruptcy Code, and except for the entry and effectiveness of the Sale Order, neither the execution and delivery of this Agreement by the Vendor nor the sale of the Shares pursuant to this Agreement will require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority which has not otherwise been obtained or made, except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (v) the information in Schedule 2 relating to the Company is true and accurate in all respects; (vi) save as fully and fairly disclosed in the Disclosure Letter (if any), the Warranties are true and accurate in all respects; (vii) the contents of the Disclosure Letter (if any) are true and accurate in all respects and fully and fairly disclose every matter to which they relate. (b) The Vendor Each of the Warranties is absolutely entitled separate and has full ability independent and without prejudice to transfer any other Warranty and, except where expressly stated otherwise, no clause of this Agreement shall govern or limit the rights, title and interests in and to the Property to the Purchaser absolutely;extent or application of any other clause. (c) The Vendor has rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected or extinguished by Completion, by any investigation made by it or on its behalf into the affairs of the Company, by its 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, except a specific and will not after the date duly authorised written waiver or release, and no single or partial exercise of this Agreement sell, dispose, charge, mortgage, assign any right or in remedy shall preclude any manner whatsoever encumber further or deal with the Property or any part thereof; andother exercise. (d) The Vendor is legally competent to executehereby acknowledges that the rights and remedies of the Purchaser in respect of any breach of the Warranties shall, deliver should the Purchaser so require and perform all those obligations required at its sole discretion, be enforceable against the Vendor within the United States of it under America and that the terms Courts of this Agreement;the United States of America shall have jurisdiction in relation thereto. (e) To the best None of the Vendor’s knowledge, information supplied by the Company or its professional advisers to the Vendor is not or his agents, representatives or advisers in breach connection with the Warranties and shall not prior the contents of the Disclosure Letter, or otherwise in relation to the completion business or affairs of the transaction herein commit any breach Company, shall be deemed a representation, warranty or guarantee of any express or implied condition of its accuracy by the title Company to the Property;Vendor and the Vendor waives any claims against the Company (and its employees and agents) which he might otherwise have in respect of it. (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of The Purchaser acknowledges that it has not been induced to enter into this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of representation or warranty other than the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the PropertyWarranties.

Vendor’s Warranties. (a) The Vendor represents and warrants to Newcrest that: (ai) The Vendor is it has good and marketable title to the registered Goods and beneficial owner the right to sell the Goods to Newcrest on the terms of the PropertyContract; (ii) Newcrest will receive good title to the Goods, free and clear of all interests including any lien, charge or encumbrance; (iii) the Goods comply with all the requirements of the Contract and correspond in all respects with the specifications and the representations made by the Vendor; (iv) Newcrest has the full benefit of any manufacturer’s or trade warranties that may be applicable to the Goods or any part of the Goods and on delivery of the Goods the Vendor will assign the benefit of any such unexpired manufacturer’s or trade warranties to Newcrest (including any warranties from any Sub- Contractors);‌ (v) the Goods are new (unless otherwise specified), of merchantable quality and free from any defects in materials, workmanship and design; (vi) the Goods are fit for any purpose which Newcrest has made known to the Vendor and are also fit for the purpose for which Goods of a similar nature are commonly supplied; (vii) the Goods comply with all Laws in force in the jurisdiction in which they are supplied; (viii) the provision of the Goods and/or Services, or the receipt, possession, use or exploitation of the Goods and/or Services or any other materials supplied by or on behalf of the Vendor, including resale, will not infringe any rights (including Intellectual Property Rights or Moral Rights) of any person; (ix) in performing the Services, the Vendor and its Personnel will: (A) exercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of work comparable to the Services; (B) act in a workmanlike, careful, safe and proper manner; (C) hold all necessary permits, licences and authorities required by Law to supply the Services at the Site; (D) ensure the Services are fit for any purpose notified by Newcrest and in the absence of notification, for the purpose for which services of that or a similar type are commonly acquired;‌ (E) perform the Services in a timely manner; and (F) comply with all the requirements of the Contract; and (x) it has not entered into the Contract (on the terms and conditions recorded herein) in reliance on any representation expressly or impliedly given by or on behalf of Newcrest, any Newcrest Personnel or any Related Body Corporate of Newcrest, other than to the extent that a relevant representation is expressly recorded in the terms and conditions of the Contract. (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely; (c) The Vendor has Contract does not and will not after the date of this Agreement sell, dispose, charge, mortgage, assign exclude or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not way limit other warranties provided by Law in breach and shall not prior relation to the completion of the transaction herein commit any breach of any express Goods or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property as contemplated under this Agreement; and (i) that the Vendor has not entered into any understanding, arrangement and/or agreement with any person or body, to grant any tenancy, lease, option, license, easement or any other right whatsoever over or in respect of the PropertyServices.

Vendor’s Warranties. The In addition to any standard warranties given by Vendor represents and warrants that: (a) The Vendor is the registered and beneficial owner of the Property; (b) The Vendor is absolutely entitled and has full ability to transfer the rights, title and interests in and to the Property to the Purchaser absolutely; (c) The Vendor has not and will not after the date of this Agreement sell, dispose, charge, mortgage, assign or in any manner whatsoever encumber or deal with the Property or any part thereof; and (d) The Vendor is legally competent to execute, deliver and perform all those obligations required of it under the terms of this Agreement; (e) To the best of the Vendor’s knowledge, the Vendor is not in breach and shall not prior to the completion of the transaction herein commit any breach of any other express or implied condition of the title to the Property; (f) To the best of the Vendor’s knowledge, there are no outstanding notices, orders, requirements or schemes of any federal state, local government, authority or statutory board as at the date of this Agreement which will or may be prejudicial or adversely affect the present or continued use of and enjoyment warranties given by the Vendor or his successors in title of the Property or which will or may subject the same to any onerous charge, encumbrance or liability whatsoever; (g) To the best of the Vendor’s knowledge, there is no pending suit or legal proceedings and have not received any claims against the Vendor which may affect in any way the rights of the Vendor to dispose of the Property; (h) (If applicable) the Vendor has obtained the approval(s) of any of the Relevant Authorities which is required to be obtained by the Vendor in accordance with any laws, rules, regulations or guidelines (whether or not having the force of law) passed, enacted or prescribed by any of the Relevant Authorities for or in connection with the sale of the Property Goods, Vendor represents, warrants and guarantees as contemplated under this Agreement; andfollows: (ia) that the Vendor has not entered into any understandingperformance of services and Goods will conform to the specifications, arrangement and/or agreement with any person drawings, samples or bodyother description specified by Buyer or, if none are so specified, to grant Vendor’s standard specifications for such goods, will be new and of merchantable quality and, unless specified to the contrary on the face hereof, will be free from defects in material and workmanship, including latent and patent defects, and will be free of all liens and encumbrances and will conform to any tenancyaffirmation on their container or label; (b) the Goods are fit for their particular purpose if Vendor knows or should know the purpose for which Buyer intends to use them; (c) the Goods and the production and sale thereof, leaseas well as the use or resale thereof, optiondo not and will not infringe any patent right, licensetrade name, easement trademark, copyright, patent design, right of privacy, or any other right whatsoever over arising out of or relating to the Goods or constitute the unlawful appropriation of a trade secret; (d) Vendor has good and marketable title to the Goods and the transfer hereof is rightful; (e) Vendor will repair or replace, in respect its sole discretion and at its expense, any defective Good within one year from the date of installation of Seller’s finished product that incorporates the Good as a part or component thereof; and (f) Vendor’s performance and the Goods will comply with all applicable federal, state and local laws, regulations, orders and standards, including but not limited to the Fair Labor Standards Act, the Equal Opportunity Act, OSHA, MSHA and the Civil Rights Act of 1964. All warranties shall survive inspection, testing, acceptance and payment and shall run to Buyer, its successors and users. In case any such item shall be defective or otherwise not in conformity herewith, Vendor shall at Buyer’s option and in addition to all other remedies of Buyer, either credit Buyer for any such nonconformity or defects, or at Vendor’s expense replace, repair or correct any such item. Vendor agrees to make all corrections to the satisfaction of Xxxxx. Any Goods that replace defective Goods pursuant to this agreement shall be subject to the balance of the Propertywarranty provided herein.