Common use of Vendor’s Warranties Clause in Contracts

Vendor’s Warranties. 6.1 The Vendor warrants to the Purchaser that the Vendor's Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion and the Vendor hereby further acknowledges that the Purchaser in entering into this Agreement is relying on the Vendor's Warranties. For the avoidance of doubt, the Vendor makes no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Warranties as set out in the Vendor's Schedule of Exceptions and the Purchaser hereby confirms and agrees that it has no right to make any claim or demand in respect of all such matters, documents and/or information. 6.2 Each of the Vendor's Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Warranties shall not be affected by completion of the sale and purchase of the Sale Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release. 6.4 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser as a result of or in connection with any breach of any of the Vendor's Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of the Vendor's Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) Any claim by the Purchaser in connection with the Vendor's Warranties ("Vendor's Warranty Claim") shall not be made unless the amount of the liabilities in respect of such Vendor's Warranty Claim exceed in aggregate the sum of US$100,000 but if the liabilities exceed that sum the Vendor shall (subject to other provisions hereof) be liable for the whole of such liability and not merely the excess.

Vendor’s Warranties. 6.1 The Vendor warrants 7.1 Each of the Vendors jointly and severally warrant to the Purchaser that the Vendor's Vendors' Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion Completion. Each of the 1st Vendor and the 5th Vendor further jointly and severally warrant to the Purchaser that the Vendor's Warranties set out in Schedule 2 Part I (save and except paragraph 4 of the Vendor's Warranties) shall continue to be true and accurate in all respects from the time of Completion up to and including the time of completion of the Option. The Vendors hereby further acknowledges acknowledge that the Purchaser in entering into this Agreement is relying on the Vendor's Vendors' Warranties. For the avoidance of doubt, the Vendor makes Vendors make no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Vendors' Warranties as set out in the Vendor's Vendors' Schedule of Exceptions and the Purchaser hereby confirms confirm and agrees agree that it has no right to make any claim or demand in respect of all such matters, documents and/or information. 6.2 7.2 Each of the Vendor's Vendors' Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 7.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Vendors' Warranties shall not be affected by completion of the sale and purchase of the Sale Shares or the completion of the Option Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release. 6.4 7.4 The Vendor Vendors hereby undertakes jointly and severally to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser as a result of or in connection with any breach of any of the Vendor's Vendors' Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of the Vendor's Vendors' Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) Any claim by the Purchaser in connection with the Vendor's Vendors' Warranties ("Vendor's Vendors' Warranty Claim") shall not be made unless the amount of the liabilities damages in respect of such Vendor's Vendors' Warranty Claim exceed in aggregate the sum of US$100,000 50,000 but if the liabilities exceed that sum the Vendor Vendors shall (subject to other provisions hereof) be liable for the whole of such liability and not merely the excess. (2) No liability shall be attached to the Vendors in respect of any single Vendors' Warranty Claim unless the amount of such Vendors' Warranty Claim shall exceed US$50,000. 7.6 The Purchaser shall not be entitled to make any Vendor's Warranty Claim (1) to the extent that provision for the matter or liability which would otherwise give rise to the claim in question has been made in the Accounts or has otherwise specifically been taken account of in the Accounts; (2) if the claim would not have arisen but for a change in legislation made after the date of Completion or, if the Option shall have been exercised, the date of completion of the Option; and (3) to the extent that the relevant matters, documents or information have been disclosed to the Purchaser or its agent in the Vendors' Schedule of Exceptions. 7.7 Where any of the Vendors' Warranties are qualified as being "to the best of the information, knowledge and belief of the Vendors" or "so far as the Vendors are aware" or by any other similar expression, such Vendor's Warranty is deemed to have been made or given to the best of knowledge, information and belief of the Vendors after making due and careful enquiry. 7.8 Where no Option shall have been exercised by the Purchaser, the maximum aggregate liability of the Vendors in respect of all Vendor's Warranty Claims shall not exceed the Sale Shares Consideration. The Vendors' Warranties shall survive Completion but no Vendor's Warranty Claims may be brought against the Vendors in respect of any breach of Vendor's Warranties unless written notice of such Vendor's Warranty Claim specifying the particulars of such claim has been received by the Vendors on or before the expiration of six (6) months from the date of Completion. 7.9 Where the Option shall have been exercised by the Purchaser:- (1) the maximum aggregate liability of the 2nd Vendor, the 3rd Vendor and the 4th Vendor in respect of all Vendor's Warranty Claims shall not exceed 62.5% of the Sale Shares Consideration. The Vendors' Warranties shall survive Completion but no Vendor's Warranty Claims may be brought against the 2nd Vendor, the 3rd Vendor and/or the 4th Vendor in respect of any breach of Vendor's Warranties unless written notice of such Vendor's Warranty Claim specifying the particulars of such claim has been received by the 2nd Vendor, the 3rd Vendor and/or the 4th Vendor on or before the expiration of six (6) months from the date of Completion; and (2) the maximum aggregate liability of the 1st Vendor and the 5th Vendor in respect of all Vendor's Warranty Claims shall not exceed the aggregate of 37.5% of the Sale Shares Consideration and the Option Shares Consideration. The Vendors' Warranties shall survive completion of the Option but no Vendor's Warranty Claims may be brought against the 1st Vendor and/or the 5th Vendor in respect of any breach of Vendor's Warranties unless written notice of such Vendor's Warranty Claim specifying the particulars of such claim has been received by the 1st Vendor and/or the 5th Vendor on or before the expiration of six (6) months from the date of Completion. 7.10 The Vendors shall not be liable for breach of any Vendor's Warranties by reason of any act done by or omission or default of the Purchaser or the Parent occurring after the execution of this Agreement. 7.11 The Purchaser acknowledges that the Vendors have not yet delivered the Vendors' Schedule of Exceptions to the Purchaser or its agent as contemplated by this Clause 7. The Vendors shall deliver the Vendors' Schedule of Exceptions to the Purchaser at least 5 days prior to Completion. The Purchaser shall have the opportunity during such 5 day period to review and comment on the Vendors' Schedule of Exceptions and the parties to this Agreement shall use their best efforts to resolve any concerns or comments that the Purchaser may have with the Vendors' Schedule of Exceptions.

Vendor’s Warranties. 6.1 The 7.1 Both the 1st Vendor warrants and the 2nd Vendor, jointly and severally warrant to the Purchaser that save and except in respect of all matters, documents and/or information disclosed to the Purchaser on the Schedule of Exceptions attached hereto as Schedule 2 Part IA ("the Vendor's Schedule of Exceptions"), the Vendor's Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion and the Vendor hereby further acknowledges that the Purchaser in entering into this Agreement is relying on the Vendor's Warranties. For the avoidance of doubt, the Vendor makes no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Warranties as set out in the Vendor's Schedule of Exceptions and the Purchaser hereby confirms confirm and agrees agree that it has no right to make any claim or demand in respect of all such matters, documents and/or information. 6.2 7.2 Each of the Vendor's Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 7.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Warranties shall not be affected by completion Completion of the sale and purchase of the Sale Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release. 6.4 7.4 The Vendor hereby undertakes jointly and severally to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses Adverse Consequences suffered by the Purchaser as a result of or in connection with any breach of any of the Vendor's Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of the Vendor's Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) 7.5 Any claim by the Purchaser in connection with the Vendor's Warranties ("a Vendor's Warranty Claim") shall not be made unless the amount of the liabilities damages in respect of such Vendor's Warranty Claim exceed Claims exceeds in aggregate the sum of US$100,000 but if the liabilities exceed that sum 100,000.00 at which point, the Vendor shall be liable back to the first dollar of such claim; 7.6 The Purchaser shall not be entitled to make any Vendor's Warranty Claim (subject A) to the extent that provision for the matter or liability which would otherwise give rise to the claim in question has been made in the Accounts or has otherwise specifically been taken account of in the Accounts; (B) if the claim would not have arisen but for a change in legislation made after the date of Completion; and (C) to the extent that the relevant matters, documents or information have been disclosed to the Purchaser or its agent in the Vendor's Schedule of Exceptions. 7.7 The Vendor shall both before and after the date of Completion promptly notify the Purchaser in writing of any matter or thing of which the Vendor becomes aware which is a breach of or inconsistent with any of the Vendor's Warranties. 7.8 Where any of the Vendor's Warranties are qualified as being "to the best of the information, knowledge and belief of the Vendor" or "so far as the Vendor is aware" or by any other provisions hereofsimilar expression, such Vendor's Warranty is deemed to have been made or given to the best of knowledge, information and belief of the Vendor after making due and careful enquiry. 7.9 The maximum aggregate liability of the Vendor in respect of all Vendor's Warranty Claims shall not exceed the Purchase Consideration. The Vendor's Warranties shall survive Completion but no Vendor's Warranty Claims may be brought against the Vendor in respect of any breach of Vendor's Warranties unless written notice of such Vendor's Warranty Claim specifying the particulars of such claim has been received by the Vendor on or before the expiration of eighteen (18) months from the date of execution of this Agreement. 7.10 The Vendor shall not be liable for breach of any Vendor's Warranties by reason of any act done by or omission or default of the whole Purchaser or the Joint Venture Company occurring after the execution of this Agreement. 7.11 The Purchaser acknowledges that the Vendor has not yet delivered the Vendor's Schedule of Exceptions to the Purchaser or its agent as contemplated by this Clause 7. The Vendor shall deliver the Vendor's Schedule of Exceptions to the Purchaser at least 10 days prior to Completion. The Purchaser shall have the opportunity during such liability 10 day period to review and not merely comment on the excessVendor's Schedule of Exceptions and the parties to this Agreement shall use their best efforts to resolve any concerns or comments that the Purchaser may have with the Vendor's Schedule of Exceptions.

Vendor’s Warranties. 6.1 The Save as Disclosed, the Vendor represents, warrants and undertakes to the Purchaser that the Recitals (to the extent relevant to the Vendor's Warranties set out in Schedule 2 Part I are true ) and accurate each Vendor’s Warranty is true, accurate, complete and not misleading in all material respects as at the date hereof of this Agreement and will continue to be remain so up to and including the time of Completion and Date. The Vendor’s Warranties are given by the Vendor hereby further acknowledges that at the Purchaser in entering into date of this Agreement is relying and shall be deemed to be repeated on the Vendor's Warranties. For the avoidance of doubt, the Vendor makes no warranty in respect of all matters, documents and/or information disclosed Completion Date with reference to the Purchaser or its agents as exceptions from the Vendor's Warranties as set out in the Vendor's Schedule of Exceptions then existing facts and the Purchaser hereby confirms and agrees that it has no right to make any claim or demand in respect of all such matters, documents and/or information. 6.2 Each The Vendor shall not do allow or procure any act or permit any omission before the Completion Date which would constitute a breach of any of the Vendor's ’s Warranties is without prejudice to or which would make any other warranty of the Vendor’s Warranties untrue, inaccurate, incomplete or undertaking and, except where expressly stated, no clause contained misleading in this Agreement governs or limits the extent or application of any other clausematerial respect. 6.3 The Vendor’s Warranties are qualified by reference to those matters Disclosed. The Vendor will not be liable to the Purchaser and the Group Companies in respect of the Vendor’s Warranties to the extent the relevant matters are Disclosed. 6.4 The Vendor shall not be liable for breach or alleged breach of the Vendor’s Warranties, or failure to adhere to any of the terms of this Agreement or the transactions contemplated hereunder, directly or indirectly caused by the actions or omission of the Purchaser or his affiliates. 6.5 The Vendor’s Warranties shall survive Completion and the rights and remedies of the Purchaserin respect of any breach of the Vendor’s Warranties shall not be affected by Completion. 6.6 Notwithstanding anything to the contrary in this Agreement, the liabilities of the Vendor in respect of the Vendor’s Warranties or otherwise under this Agreement shall be limited in accordance with the provisions of Clauses 6.7 to 6.10. 6.7 The Purchaser shall, upon any claim, action, demand or assessment being made or issued against the Vendor or the Purchaser or any Group Company which could lead to a claim by the Purchaser against the Vendor for breach of the Vendor’s Warranties or any other provisions of this Agreement, give written notice thereof to the Vendor pursuant to Clause 10 as soon as reasonably practicable after the Purchaser becomes aware of such claim, action, demand or assessment. 6.8 If the Vendor has paid to the Purchaser and/or any Group Companyany amount by way of compensation or damages in respect of any breach of the Vendor's Warranties ’s Warranties, and the Purchaser and/or any Group Company subsequently recovers from a third party an amount relating to such breach, the Purchaser or the relevant Group Company shall repay to the Vendor the amount received from the Vendor but only to the extent of the amount received from the third party. 6.9 Notwithstanding any provisions of this Agreement, the Vendor shall not be affected by completion liable for any claim in respect of the sale Vendor’s Warranties if and purchase of to the Sale Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release.extent that such liability: 6.4 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser (a) arises as a result of any act or in connection with any breach of any of omission on the Vendor's Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies part of the Purchaser and his affiliates or anything done or omitted to be done by the Vendor and/or any Group Company on or before Completion at the written request or with the written consent of the Purchaser or his affiliates; (b) arises as a result of any law or regulation or any change in relation to interpretation of any such law or regulation which comes into force after Completion and which is retrospective in effect; (c) arises as a result of any change in accounting policies by the Group after Completion; (d) being an increase of liability in respect of Tax, arises by reason of an increase in Tax rates after Completion with retrospective effect; (e) arises as a result of any imposition of Tax as a consequence of any retrospective change in law coming into force after Completion; (f) has been covered by any provision or reserve made in the Accounts; (g) arises for breach or alleged breach of the Vendor's ’s Warranties and all such or other rights and remedies are hereby expressly reserved provisions of this Agreement unless the Purchaser shall have given written notice of the claim to the PurchaserVendor before the expiry of two (2) years from the Completion Date; and/or (h) has been Disclosed. 6.5 (1) Any claim 6.10 The maximum liability of the Vendor for any claims in respect of the Vendor’s Warranties or otherwise under this Agreement shall not, in aggregate, exceed an amount equivalent to the Consideration received by the Vendor. The Purchaser in connection with the Vendor's Warranties ("Vendor's Warranty Claim") shall not be made unless the amount of the liabilities in respect of such Vendor's Warranty Claim exceed in aggregate the sum of US$100,000 but if the liabilities exceed that sum the Vendor shall (subject entitled to other provisions hereof) be liable recover more than once for the whole of such liability and not merely the excesssame Loss.

Vendor’s Warranties. 6.1 6.1.1 The Vendor represents and warrants to the Purchaser (for itself and for the benefit of its successors) that the Vendor's Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof of this Agreement and will continue to be so shall at all times up to and including the time of Completion Date, be true and accurate and not misleading in any material respect (save for the Fundamental Warranties which will be true and accurate and not misleading in any respect). Save that to the extent that any such warranty already contains a materiality qualification, such warranty is accurate in all respects. The Vendor hereby further acknowledges that the Purchaser in entering has entered into this Agreement is relying in reliance on the Vendor's Warranties. For the avoidance of doubt, the The Vendor makes no warranty in respect of all matters, documents and/or information disclosed to agrees that the Purchaser or its agents as exceptions from shall treat each of the Vendor's Warranties as set out in the Vendor's Schedule a condition of Exceptions and the Purchaser hereby confirms and agrees that it has no right to make any claim or demand in respect of all such matters, documents and/or informationthis Agreement. 6.2 6.1.2 Each of the Vendor's Warranties is without prejudice shall be separate and independent and shall not be limited by reference to any other warranty paragraph of this Clause 6.1, the Schedule I or undertaking by any other provision in this Agreement. 6.1.3 The Warranties shall survive Completion and, except where expressly statedsubject to Clause 6.1.6, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Warranties shall not be affected by completion of the sale and purchase of the Sale Shares, Completion or by any investigation made by or on behalf of the Purchaser into the affairs of the Company, Group or by any failure facts known to the Purchaser or by the Purchaser failing to exercise or delay in exercising delaying the exercise of any right or remedy remedy, or by any other event or matter whatsoever, except a specific and duly authorized written waiver no single or releasepartial exercise of any right or remedy shall preclude any further or other exercise. 6.4 6.1.4 The total liability of the Vendor hereby undertakes to indemnify and keep indemnified the Purchaser against in respect of any losses, liabilities, damages, costs and expenses suffered claim by the Purchaser under this Agreement shall be limited as provided in this Clause 6.1.4: (i) the Vendor shall be under no liability in respect of any claim by the Purchaser unless the Vendor shall have received written notice from the Purchaser prior to the date falling 36 months after the Completion Date in respect of any such claim giving full details of such claim, and any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived at the expiration of the said 36th month period; (ii) the Vendor shall have no liability in respect of any individual matter unless the liability of the Vendor in respect thereof shall exceed an amount of HK$100,000; and (iii) the aggregate amount of liability of the Vendor shall not exceed the amount of the consideration received pursuant to this Agreement. 6.1.5 The liability of the Vendor shall not be limited by Clause 6.1.4 in respect of a claim arising as a result of any fraud or in connection with any breach dishonesty or willful concealment of any of the Vendor's , its officers, employees or professional advisers. 6.1.6 No other information relating to any member of the Group of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under such Warranties provided that or under the indemnity contained in this Clause 6.4 shall be without prejudice Agreement or operate to reduce any other rights amount recoverable and remedies of the Purchaser in relation to any such breach of the Vendor's Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) Any claim by the Purchaser in connection with the Vendor's Warranties ("Vendor's Warranty Claim") it shall not be made unless the amount of the liabilities in respect of such Vendor's Warranty Claim exceed in aggregate the sum of US$100,000 but if the liabilities exceed that sum a defence to any claim against the Vendor shall (subject that the Purchaser knew or ought to other provisions hereof) be liable for have known or had constructive knowledge of any information relating to the whole of circumstances giving rise to such liability and not merely the excessclaim.

Vendor’s Warranties. 6.1 The Vendor warrants 7.1 Each of the Vendors jointly and severally warrant to the Purchaser that the Vendor's Vendors' Warranties set out in Schedule 2 Part I are true and accurate in all material respects as at the date hereof and will continue to be so up to and including the time of Completion and the Vendor Vendors hereby further acknowledges acknowledge that the Purchaser in entering into this Agreement is relying on the Vendor's Vendors' Warranties. For the avoidance of doubt, the Vendor makes Vendors make no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Vendors' Warranties as set out in the Vendor's Vendors' Schedule of Exceptions and the Purchaser hereby confirms confirm and agrees agree that it has no right to make any claim or demand in respect of all such matters, documents and/or information. 6.2 7.2 Each of the Vendor's Vendors' Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 7.3 The rights and remedies of the Purchaser in respect of any breach of the Vendor's Vendors' Warranties shall not be affected by completion of the sale and purchase of the Sale Shares, by any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release. 6.4 7.4 The Vendor Vendors hereby undertakes jointly and severally to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser as a result of or in connection with any breach of any of the Vendor's Vendors' Warranties provided that the indemnity contained in this Clause 6.4 shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of the Vendor's Vendors' Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) Any claim by the Purchaser in connection with the Vendor's Vendors' Warranties ("Vendor's Vendors' Warranty Claim") shall not be made unless the amount of the liabilities damages in respect of such Vendor's Vendors' Warranty Claim exceed in aggregate the sum of US$100,000 50,000 but if the liabilities exceed that sum the Vendor Vendors shall (subject to other provisions hereof) be liable for the whole of such liability and not merely the excess. (2) No liability shall be attached to the Vendors in respect of any single Vendors' Warranty Claim unless the amount of such Vendors' Warranty Claim shall exceed US$50,000. 7.6 The Purchaser shall not be entitled to make any Vendor's Warranty Claim (1) to the extent that provision for the matter or liability which would otherwise give rise to the claim in question has been made in the Accounts or has otherwise specifically been taken account of in the Accounts; (2) if the claim would not have arisen but for a change in legislation made after the date of Completion; and (3) to the extent that the relevant matters, documents or information have been disclosed to the Purchaser or its agent in the Vendors' Schedule of Exceptions. 7.7 Where any of the Vendors' Warranties are qualified as being "to the best of the information, knowledge and belief of the Vendors" or "so far as the Vendors are aware" or by any other similar expression, such Vendor's Warranty is deemed to have been made or given to the best of knowledge, information and belief of the Vendors after making due and careful enquiry. 7.8 The maximum aggregate liability of the Vendors in respect of all Vendor's Warranty Claims shall not exceed the Purchase Consideration. The Vendors' Warranties shall survive Completion but no Vendor's Warranty Claims may be brought against the Vendors in respect of any breach of Vendor's Warranties unless written notice of such Vendor's Warranty Claim specifying the particulars of such claim has been received by the Vendors on or before the expiration of six (6) months from the date of execution of this Agreement. 7.9 The Vendors shall not be liable for breach of any Vendor's Warranties by reason of any act done by or omission or default of the Purchaser or the Parent occurring after the execution of this Agreement. 7.10 The Purchaser acknowledges that the Vendors have not yet delivered the Vendors' Schedule of Exceptions to the Purchaser or its agent as contemplated by this Clause 7. The Vendors shall deliver the Vendors' Schedule of Exceptions to the Purchaser at least 10 days prior to Completion. The Purchaser shall have the opportunity during such 10 day period to review and comment on the Vendors' Schedule of Exceptions and the parties to this Agreement shall use their best efforts to resolve any concerns or comments that the Purchaser may have with the Vendors' Schedule of Exceptions.

Vendor’s Warranties. 6.1 7.1 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance on the Vendor’s Warranties, notwithstanding any information regarding the Vendor and/or the Target Company which may otherwise have come into the possession of the Purchaser or which the Purchaser ought to have known or had constructive knowledge of. 7.2 The Vendor unconditionally and irrevocably represents and warrants to the Purchaser that each of the Vendor's ’s Warranties set out in Schedule 2 Part I are is true and accurate in all material respects respect and not misleading in any material respect as at given as of the date hereof of this Agreement (to the extent it is applicable as of the date of this Agreement) and will continue to be so up to as of the Completion Date, and including as if given at all times between the time date of Completion this Agreement and the Vendor hereby further acknowledges that Completion Date. 7.3 Notwithstanding any provisions to the Purchaser in entering into this Agreement is relying on the Vendor's Warranties. For the avoidance of doubtcontrary herein, the Vendor makes no warranty in respect of all matters, documents and/or information disclosed to the Purchaser or its agents as exceptions from the Vendor's Warranties as set out in the Vendor's Schedule of Exceptions and the Purchaser hereby confirms and agrees that it has no right to make shall not be liable for any claim or demand in respect of all such matters, documents and/or information. 6.2 Each for breach of the Vendor's ’s Warranties is without prejudice unless the amount of the claim recoverable (whether of a single claim or together with the aggregate amount of various claims recoverable) by the Purchaser exceed a total sum of HK$10,000,000. 7.4 In relation to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. 6.3 The rights and remedies of claims brought by the Purchaser against the Vendor:- (a) no claim shall be brought by the Purchaser against the Vendor in respect of any breach of the Vendor's ’s Warranties unless notice in writing of any such claim (specifying in reasonably sufficient details the nature of the breach and so far as practicable the amount claimed in respect thereof) has been delivered to the Vendor on or prior to the first anniversary of the Completion Date (the “Cut- (b) any claim which has been made or shall be made before the Cut-Off Date shall, if it has not been previously satisfied, settled or withdrawn, be deemed to have been withdrawn and become fully barred and unenforceable on the expiry of the first anniversary of the Cut-Off Date unless proceedings in respect thereof shall have been commenced against the Vendor prior to that first anniversary and for this purpose proceedings shall not be affected by completion deemed to have been commenced unless they shall have been issued and served upon the Vendor. 7.5 Notwithstanding any provision in this Agreement:- (a) the total liability of the sale and purchase Vendor in respect of all claims shall not exceed the Sale Shares, by Consideration; and (b) the Vendor shall not have any investigation made by or on behalf of the Purchaser into the affairs of the Company, by any failure to exercise or delay liability in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorized written waiver or release. 6.4 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser against any losses, liabilities, damages, costs and expenses suffered by the Purchaser as a result of or in connection with any breach respect of any of the Vendor's Warranties provided that the representation, warranty, undertaking or indemnity contained in this Clause 6.4 shall be without prejudice Agreement to the extent that such liability arises solely by reason of any other rights and remedies material act, material omission, gross negligence, wilful default or fraud on the part of the Purchaser in relation to any such breach of the Vendor's Warranties and all such other rights and remedies are hereby expressly reserved to the Purchaser. 6.5 (1) Any claim by the Purchaser in connection with 7.6 Each of the Vendor's ’s Warranties ("Vendor's Warranty Claim") shall be separate and independent and except as expressly provided in this Agreement, shall not be made unless the amount limited by reference to any other paragraph or sub-paragraph of the liabilities Vendor’s Warranties or to anything in respect this Agreement. 7.7 The Vendor covenants with the Purchaser that from the date of such Vendor's Warranty Claim exceed in aggregate this Agreement and until the sum of US$100,000 but if the liabilities exceed that sum Completion Date, save as contemplated by this Agreement, the Vendor shall procure that the Target Group does not (except as expressly contemplated in this Agreement or with, and in accordance with the provisions of, the prior written consent of the Purchaser (such consent shall not be unreasonably withheld by the Purchaser)):- (a) sell, assign or otherwise dispose of the shares or any interest in any of the member of the Target Group; (b) issue, or agree to issue, any share or loan capital or grant, or agree to grant, any option over or right to acquire or to subscribe for any share or loan capital in the Target Company or any other member of the Target Group; (c) create, extend, grant, issue or permit to arise any Encumbrance of whatsoever nature on any share in any member of the Target Group; (d) amend or alter its articles of association, save as required by applicable law; (e) dispose of the ownership, possession, custody or control of any corporate or other books or records which are required under any law, regulation or rule to be kept; (f) appoint or change any directors or senior management of any member of the Target Group; (g) carry on any business which constitutes a material deviation from the business currently carried on by the Target Group; (h) enter into any agreement or obligation which might materially and adversely affect the financial or other condition of any member of the Target Group; (i) commence, compromise or discontinue any legal or arbitration proceedings of any member of the Target Group; (j) merge or consolidate with any other entity or take any step with a view to dissolution, liquidation or winding-up; and (k) take any steps to wind up any member of the Target Group or subject any of them to other provisions hereof) be liable for the whole of such liability and not merely the excessreceivership or liquidation.