Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant to the Buyer in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] 4.1 The Warrantors jointly and severally warrant to the Buyer Buyer, in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge knowledge that the Buyer has entered is entering into this Agreement agreement in reliance on the accuracy of the Warranties, that the Warranties which have induced it to enter into this Agreementare true and accurate. 5.3 The Warranties are given subject only to the matters fairly disclosed 4.2 Each Warranty shall be construed as an independent warranty and (except as otherwise provided in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided clause 5) shall not be limited by reference to or inference from any other Warranty term of any Transaction Document or anything in this Agreementany other Warranty. 5.5 If there is 4.3 Payments made by the Seller to the Buyer in connection with this agreement shall so far as possible be treated by the parties as a breach of reduction in the consideration for the Sale Shares. 4.4 Where a Warranty and:is qualified by the expression “so far as the Warrantors are aware” or a similar expression, the Warrantors shall be deemed to have the awareness of such matters as is known to Xxxxxxx Xxxxxxx together with such additional awareness as the Warrantors would have if they diligent and careful enquiry of Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx. 5.5.1 4.5 The Seller undertakes to the value Warrantors and to each Group Company that it will unconditionally and irrevocably waive any right which it may have and not make any Claim in respect of an asset any misrepresentation, inaccuracy or omission in or from any information or advice supplied by a Group Company or its officers, Employees, Consultants or Advisers in connection with the entering into of this agreement, the giving of the Company or Warranties and the Subsidiary Undertaking is or becomes less than preparation of the value would have been had the breach not occurred; orDisclosure Letter. 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay 4.6 The Warrantors shall indemnify the Buyer on demand (at against and shall pay to the Buyer’s option) Buyer an amount equal to the amount which if paid to the Company or any relevant Due Proportion Group Company would indemnify the Company or that Group Company against all Losses arising in respect of: (a) any claim against a Group Company or the Buyer by any broker, finder, financial adviser or other person retained by the Seller or a Group Company in connection with the transactions effected by this agreement; (b) any claim for breach of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures Warranties set out in Schedule 8part 10 (Tax) of schedule 6; or (c) any claim, action, proceeding or demand made against the Buyer and/or the Company that the Buyer and/or the Company are breaching a third party’s Intellectual Property rights by using Intellectual Property that is or was owned xxXXXX00.XXX Limited (the UK entity with company number 08411914). 5.8 If in respect of or in connection with any breach of any of 4.7 All sums payable by the Warranties or any indemnity claim Warrantors under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Warrantors shall pay such additional amount as shall be required to the Buyer by the Sellers so as to secure ensure that the net amount received by the Buyer is will equal the same sum which would have been received by it had no deduction or withholding been required to be made. 4.8 If a payment made by the Warrantors in respect of any breach of, or indemnity contained in, this agreement will be or has been subject to Taxation in the hands of the Buyer, the Buyer may demand from the Warrantors such sum (after taking into account any Taxation payable in respect of it) as will ensure that the Buyer receives and retains a net sum equal to the sum which it would have been were received had the payment not been subject to Taxation. The Warrantors shall pay any sum demanded under this clause 4.8 within two Business Days of the demand. 5.9 4.9 The Warrantors jointly and severally warrant to the Buyer that there has been no Leakage in the period from (and including) the Locked Box Date up to (and including) the date of this agreement. 4.10 In the event of any breach of clause 4.9, the Warrantors shall on demand by the Buyer (or as the Buyer may direct) pay to the Buyer (for itself and as trustee for its Group Members) or to such Group Company as the Buyer may direct, on a “pound-for-pound” and after Tax basis (or as the case may be on the same basis in the currency received): (a) the Leakage Amount; and (b) all validly evidenced costs and expenses reasonably incurred in enforcing the Buyer’s rights against the Warrantors under this clause 4.10. 4.11 Each Warrantor shall notify the Buyer in writing as soon as practicable upon becoming aware that any Leakage has occurred or is likely to occur in the period from (and including) the Locked Box Date to (and including) the Completion Date. 4.12 Neither Warrantor shall be liable to make a payment under clause 4.10 unless the Buyer has notified the Warrantors in writing of the Sellers waives and may not enforce any rights which he/she may have Claim stating in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by reasonable detail the Company and/or the Subsidiary Undertaking or any present or former officer or employee nature of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreementbreach and, if practicable, the making of a representationamount claimed, on or before either the giving of a warranty or the preparation of the Disclosure Letterdate falling six months after Completion. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject Each party to Clause 5.10this Agreement warrants, [**] warrant represents and undertakes to the Buyer in other that it has, and will retain throughout the terms set out in Part 1 of Schedule 3 Term, all right, title and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it authority to enter into this Agreement, to grant to the other party the rights and licences expressed to be granted in this Agreement and to perform all of its obligations under this Agreement. 5.2 Developer warrants, represents and undertakes to Ladbrokes that: 5.2.1 the Products shall be fit for their purpose and free of all Viruses; 5.2.2 the Products shall not contain any material which is illegal, obscene, defamatory or in breach of any third party Intellectual Property Rights; 5.2.3 Ladbrokes' use of the Products shall not infringe any third party Intellectual Property Rights; 5.2.4 the Game shall comply with the Specification. 5.3 The Warranties are given subject only Each party represents, warrants and undertakes to the matters fairly disclosed other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable the Disclosure Letter. The rights parties to fulfil their obligations under this Agreement and remedies of the Buyer that such party complies with, and shall continue to comply with, all applicable data protection legislation. 5.4 Developer shall defend, indemnify and keep indemnified each Ladbrokes Indemnified Party and hold them harmless forthwith on demand against any liability, damage, expense, loss, claim or cost (including reasonable legal fees) suffered by such Ladbrokes Indemnified Party in respect of any breach of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties Developer's warranties set out in each paragraph this Clause 5. In the event of Part 1 any such claim, such Ladbrokes Indemnified Party may: 5.4.1 notify Developer in writing of Schedule 3 are separate any such claim; and 5.4.2 give Developer (at Developer's own cost) conduct of the defence of such claim and independent all related settlement negotiations; and 5.4.3 provide Developer with reasonable assistance, information, and unless otherwise expressly provided shall not authority necessary to act in accordance with Clause 5.4.2, all out-of-pocket expenses incurred by any Ladbrokes Indemnified Party in providing such assistance, information and authority to be limited reimbursed by reference to any other Warranty or anything in this AgreementDeveloper. 5.5 If there Without prejudice to the provisions of Clauses 5.4 and 5.6, if a claim, demand or action for infringement or alleged infringement of any Intellectual Property Rights relating to the Products or any part thereof (or the use and/or exploitation thereof by Ladbrokes) is a breach made by any third parties (or in the reasonable opinion of a Warranty andLadbrokes or Developer is likely to be made), Developer, at its own expense and as soon as reasonably practicable and in consultation with Ladbrokes, shall: 5.5.1 modify the value of an asset Products (or the infringing part thereof) without reducing the performance or functionality of the Company same or functionality in connection with other related software, or replace the Products or infringing part thereof by other software of equivalent functionality, so as to avoid the infringement or the Subsidiary Undertaking is alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or becomes less than the value would have been had the breach not occurredreplaced Products (or any part thereof); or 5.5.2 procure a licence for Ladbrokes to use the Company and/or Products in accordance with the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term terms of this Agreement; or 5.5.3 take such other action as Ladbrokes may reasonably propose to avoid or settle such claim, the making of a representation, the giving of a warranty demand or the preparation of the Disclosure Letteraction. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject In consideration of the Investor agreeing to Clause 5.10enter into this Agreement, [**] warrant to purchase the Sale Shares and to subscribe for the Subscription Shares, the Existing Shareholder hereby represents and warrants to the Buyer Investor in the terms set out in Part 1 3 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the SellersSchedule. 5.2 The Sellers are aware and acknowledge that In consideration of the Buyer has entered into this Agreement in reliance on the Warranties which have induced it Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Company hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.3 The Warranties shall be given at the date of Completion. 5.4 The Existing Shareholder and the Company acknowledge that they are given subject aware that the Investor, when agreeing to purchase the Sale Shares and subscribe for the Subscription Shares is or will be relying on the accuracy of the Warranties (save only as disclosed in the Disclosure Letter) and on the Tax Undertaking. The Warranties and the Tax Undertaking shall survive Completion of the purchase of the Sale Shares and the subscription for the Subscription Shares by the Investor. 5.5 Each Warranty which is set out in a separate paragraph, or which could be treated as a separate Warranty, shall be construed independently of any other to the intent that the rights of the Investor under, and the meaning given to, any one such Warranty shall not be restricted by reference to any other Warranty. 5.6 If the Investor makes a claim against the Existing Shareholder in relation to any breach of Warranty but, in relation to the same subject matter, does not make (or, having made, does not succeed with), any claim against the Company under Clause 5.2, the Existing Shareholder shall not have or pursue any claim or third party action to join in, claim against, seek a contribution from or otherwise claim or seek damages or compensation from the Company or any other Group Company in respect of any such claim and the Existing Shareholder hereby confirms to the Investor that neither the Company nor any Group Company has entered into or will enter into any indemnity or other agreement or arrangement concerning the liabilities of the Existing Shareholder for any breach of the Warranties. 5.7 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties to the extent that the matter or matters giving rise to such a claim are fairly disclosed in the Disclosure Letter. The rights Existing Shareholder and remedies the Company each undertake to the Investor that any particulars of such matter or matters are true and accurate in all material respects and are not misleading in any material respect. 5.8 The aggregate liability of the Buyer Existing Shareholder in respect of any breach or breaches of the Warranties and the Tax Undertaking shall be limited to a maximum sum of (pound)750,000 ("the Maximum Amount"). 5.9 Neither the Existing Shareholder nor the Company shall have any liability under the Warranties and the Tax Undertaking unless and until the liability thereunder exceeds (pound)35,000 and thereafter the Existing Shareholder shall be liable for the entire amount up to the Maximum Amount. 5.10 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties or the Tax Undertaking (as the case may be) unless the claim shall have been notified to her before the expiry of a period of 12 months from Completion in the case of a claim under the Warranties and 36 months from Completion in the case of a claim under the Tax Undertaking. Any claim so notified will cease to be recoverable if legal proceedings in respect of such claim have not been commenced within 15 months from Completion in the case of a claim under the Warranties and 48 months from Completion in the case of a claim under the Tax Undertaking (unless settled, compromised or withdrawn within such period). In this respect, legal proceedings shall include commencement of any agreed arbitration. Notice of a claim shall include reasonable details of the nature and substance of the claim. 5.11 No liability or increase in liability (as the case may be) shall attach to the Existing Shareholder or the Company in respect of a claim under this Agreement to the extent that such claim arises or is increased as a consequence of a change in the law after the date hereof. 5.12 In the event that the Company is entitled to recover from a third party (whether by payment, discount, credit, relief or otherwise howsoever) any sum in relation to any loss, liability or damage which is the subject of a claim under the Warranties or the Tax Undertaking, the Company shall take (at the expense of the Existing Shareholder) such reasonable steps or proceedings as she may reasonably require and shall act in accordance with any such requirements subject to the Company being indemnified by the Existing Shareholder against all reasonable costs and expenses incurred in connection therewith and shall keep the Investor promptly informed of the progress of any such steps, proceedings or actions. 5.13 In the event of the Existing Shareholder or the Company having paid to the Investor an amount in respect of a claim under the Warranties or the Tax Undertaking and subsequent to the date of making such payment the Investor recovers from a third party (whether by payment, discount, credit, relief or otherwise howsoever) a sum which is referable to that payment then the Investor shall as soon as reasonably practicable repay to the Existing Shareholder or the Company of so much of the amount paid by the third party as does not exceed the sum paid by the Existing Shareholder or the Company to the Investor less the reasonable costs of the Investor in recovering such sum. 5.14 If any claim under the Warranties shall arise by reason of some liability of the Company which, at the time the claim is notified to the Existing Shareholder, is contingent only, the Existing Shareholder shall not be under any obligation to make any payment to the Investor in respect of such claim until such time as the contingent liability shall become an actual liability. 5.15 Nothing herein or in the Warranties shall be deemed to relieve the Investor from any common law or other duty to mitigate any loss or damage incurred by it. 5.16 Any amount paid by the Existing Shareholder to the Investor in respect of any breach of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is treated as a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of consideration for the Sale Shares. 5.6 [**] indemnify 5.17 The Investor warrants to the Buyer against Existing Shareholder that the relevant Due Proportion Investor has power to enter into this Agreement and to perform the obligations expressed to be assumed by it and the Investor and Eurotelecom have taken or will, as soon as reasonably practicable, take all necessary corporate action to authorise the execution, delivery and performance of all reasonable this Agreement and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement issue of the judgmentEurotelecom Shares. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject 4.1 Where the Software is provided in CD/DVD media, ETPL warrants that the CD/DVD media on which the Software is supplied will be free from defects in materials and workmanship under normal use for a period of 30 days from the Effective Date (“the Warranty Period”). If a defect in the CD/DVD media shall occur during the Warranty Period it may be returned to Clause 5.10ETPL who will replace it free of charge. 4.2 ETPL warrants that the Software will perform substantially in accordance with its accompanying documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed) and that the documentation correctly describes the operation of the Software in all material respects. If ETPL is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Software or its documentation within a reasonable time. 4.3 The above represent your sole remedies for any breach of ETPL’s warranties, [**] warrant which are given only to the Buyer original registered user. 4.4 The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extend permitted by law. 4.5 ETPL and the Owner do not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall load and use the Software at your own risk and in no event will ETPL or the Owner be liable to you for any loss or damage of any kind (except personal injury or death resulting from ETPL’s or the Owner’s negligence) including lost profits or other consequential loss arising from your use of or inability to use the Software or from errors or deficiencies in it whether cause by negligence or otherwise except as expressly provided herein. In no event shall ETPL’s or the Owner’s liability exceed the amount paid by you for the Software. 4.6 You shall indemnify ETPL against all proceedings, costs, expenses, liabilities, injury, death, loss or damage arising out of the breach or negligent performance or failure in performance by you of the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to or from the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies use of the Buyer in respect of any breach of Software and the Warranties shall not be affected by Completionassociated documentation howsoever caused. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject 4.1 Each Seller warrants and represents in relation to Clause 5.10, [**] warrant to the Buyer in the terms his own Sale Shares and himself as set out in Part 1 of Schedule 3 8 and Part 2 of Schedule 4 the Warrantors hereby warrant and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be represent to the Sellers. 5.2 The Sellers are aware and acknowledge Buyer in the knowledge that the Buyer has entered is entering into this Agreement agreement in reliance on the accuracy of the Warranties, that the Warranties which have induced it to enter into this Agreementare true and accurate. 5.3 The Warranties are given subject only 4.2 If there is a breach of any Warranty then, in respect of each breach and without prejudice to the matters fairly disclosed in the Disclosure Letter. The rights and remedies right of the Buyer to claim damages or exercise any other right or remedy, the Warrantors hereby indemnify the Buyer against such breach and agree to pay the Buyer on demand: (a) such sum as would, if paid to the relevant Group Company, put it in the position which would (after payment of any Taxation payable in respect of any breach the receipt of the Warranties shall sum) have existed if there had been no breach; or (at the option of the Buyer (to be exercisable separately in respect of each breach) as an alternative (and not be affected in addition) to making a Claim under clause 4.2(a)); (b) a sum equal to the difference between the value of Sale Shares at the date on which the Warranty was given (after taking into account that the fact or matter giving rise to the breach was not as warranted) and the value which the Sale Shares would have had at that date if the fact or matter giving rise to the breach had been as warranted. plus in either case all Losses incurred by Completionthe Buyer and any Group Company in connection with the breach. 5.4 4.3 Each of the Warranties set out Warranty shall be construed as an independent warranty and (except as otherwise provided in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided clause 4) shall not be limited by reference to or inference from any other Warranty term of any Transaction Document or anything in this Agreementany other Warranty. 5.5 If there is 4.4 Payments made by the Warrantors to the Buyer whether in cash or by way of set off against any amount outstanding under the Consideration Loan Notes, the Retention Loan Notes or the B Loan Notes or otherwise in connection with this agreement (including without limitation any amounts for which the Buyer has a breach right of set-off under clause 4.12 of this agreement) shall so far as possible be treated by the parties as a reduction in the consideration for the Sale Shares. 4.5 Where a Warranty and: 5.5.1 is qualified by the value expression “so far as the Warrantors are aware” or a similar expression, each Warrantor shall be deemed to have the awareness of an asset matters that are within the knowledge of the other Warrantor and each of the Managers and (except where the contrary is expressly stated) to have such additional awareness as the Warrantors would have if they had made all reasonable enquiry. 4.6 Each Warrantor undertakes to the Buyer and to each Group Company that he will waive any right which he may have and not make any Claim in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied by a Group Company or its officers, Employees, Consultants or Advisers in connection with the Subsidiary Undertaking is or becomes less than entering into of this agreement, the value would have been had giving of the breach Warranties and the preparation of the Disclosure Letter. 4.7 The Buyer warrants that it does not occurred; oractually know of any matter in respect of which (having regard to its state of actual knowledge at Completion) it expects to bring a Claim under the Warranties. 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay 4.8 The Warrantors shall indemnify the Buyer on demand (at against and shall pay to the Buyer’s option) Buyer an amount equal to the amount which if paid to the Company or any relevant Due Proportion Group Company would indemnify the Company or that Group Company against all Losses arising in respect of: (a) any Claim against a Group Company or the Buyer by any broker, finder, financial adviser or other person retained by any Seller or a Group Company in connection with the transactions effected by this agreement; (b) any Claim brought by a shareholder or former shareholder of any Group Company in relation to any sale of shares in the Company or a Group Company on or prior to the date of this agreement (other than pursuant to this agreement) including, without limitation, as to the price or other terms on which such shares were sold; and (c) any claim, threatened claim or dispute against any Group Company by any Employee for any bonus payment which such Employee alleges was to be paid out in 2011. 4.9 All sums payable by the Warrantors under this agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received by the Buyer will equal the sum which would have been received by it had no deduction or withholding been required to be made. 4.10 If any amount due or paid by the Warrantors in respect of any breach of, or indemnity contained in, this agreement will be or has been subject to Taxation in the hands of the reduction caused Buyer, the Buyer may demand from the Warrantors such sum (after taking into account any Taxation payable in respect of it) as will ensure that the value Buyer receives and retains a net sum equal to the sum which it would have received had the payment not been subject to Taxation. Any sum payable under this clause 4.10 shall be paid within five Business Days of demand or, at the option of the Shares. 5.6 [**] indemnify Buyer, may be set off by the Buyer against the relevant Due Proportion of all reasonable and proper costs which Loan Notes in accordance with clause 4.12. 4.11 If any amount owing from either the Buyer may incur whether before or after to the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty Warrantors or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for Warrantors to the Buyer or under this agreement is not paid when due it shall bear interest both before and after any judgment at a yearly rate of 3 per cent above the enforcement of the judgmentOfficial Dealing Rate from time to time. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to 4.12 If there is any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with Claim for any breach of any of the Warranties or any indemnity claim a Claim under this Clause 5 the Tax Deed or under clause 4.8 or clause 9, the Buyer shall have the right to set off any sum finally determined to be payable to the Buyer by the Sellers by way Warrantors in respect of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received any loss suffered by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce or any rights which he/she may have Group Company in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce or the Consideration and be a repayment Tax Deed against any unpaid part of the Consideration for the Sale Shares and/or against the Consideration Loan Notes and/or against the Retention Loan Notes and/or the B Loan Notes provided that, prior to setting any such sum off against any unpaid part of the Consideration for the Sale Shares and/or against the Consideration Loan Notes and/or against the B Loan Notes, the Buyer will first set any such sum off against the Retention Loan Notes. If as at the date on which any payment is due to be made by the Buyer to the Warrantors in respect of any unpaid part of the Consideration for the Sale Shares and/or under the Consideration Loan Notes and/or under the Retention Loan Notes and/or under the B Loan Notes there are any Claims which have been intimated but not finally determined, the Buyer may continue to withhold payment of an amount equivalent to the amount reasonably claimed pending such Claim being finally determined and to the extent that such Claim is finally determined in the Warrantor’s favour the Buyer shall pay to the Warrantors interest (in addition to any interest payable to the Warrantors under the relevant Loan Note or this agreement save where otherwise provided in such Loan Note or this agreement) on the amount withheld at a rate of 5% over LIBOR from the due date for payment until payment in full compounded monthly. 4.13 The Principal Sellers undertake and warrant to the Buyer that amountthe Group Companies shall be entitled to the Available Tax Benefit Amount of at least £3,397,270. If the aggregate Available Tax Benefit Amount is less than the sum of £3,397,270 as determined on the last Redemption Date in accordance with the B Loan Note Instrument, the Principal Sellers shall jointly and severally covenant to pay to the Buyer an amount which is equal to the amount by which the aggregate Available Tax Benefit Amount is less than £3,397,270. 4.14 If there is any Claim under clause 4.13 the Buyer’s sole remedy shall be to set off such sum determined in accordance with clause 4.13 against the B Loan Notes and such breach shall not otherwise give rise to any right of the Buyer against the Principal Sellers nor to any right to withhold performance of any obligation owed to them on the part of the Buyer howsoever arising other than to withhold performance of the obligation to make payment of the B Loan Notes to the extent specified in this clause 4.14. 4.15 The right of set off in clause 4.14 is without prejudice to any other right which the Buyer may have against the Principal Shareholders or Management, whether under the terms of this agreement or otherwise.

Warranties and Indemnity. 5.1 Subject 14.1 The Seller and the Seller's Guarantor warrant with the Buyer in the terms of the Warranties. The Warranties shall be deemed to Clause 5.10, [**] warrant have been repeated immediately prior to Completion by reference to the facts and circumstances then subsisting. 14.2 Any information supplied by any Assumed Employee to the Seller or its agents or accountants, solicitors or other advisers in connection with the Warranties, the disclosures to the Warranties or otherwise in relation to MSB and the Assets shall not constitute a representation or warranty or guarantee as to the accuracy thereof by such Assumed Employee or other such persons and the Seller undertakes to the Buyer and each such Assumed Employee and other such persons that it will not bring (other than in circumstances of fraud or wilful concealment on the part of that Assumed Employee or such person) any and all claims which it might otherwise have against such Assumed Employee or other such persons in respect thereof. 14.3 Each of the Warranties shall be construed as a separate warranty, and (unless expressly provided to the contrary) shall not be limited by the terms of any of the other Warranties or by any other term of this agreement. 14.4 The liability of the Seller under the Warranties shall be limited if and to the extent that the limitations referred to in schedule 3 apply. 14.5 The Buyer warrants to the Seller that, as at the Completion Date, it will have funding sufficient to satisfy the Purchase Price. 14.6 Seller agrees to indemnify Buyer in the terms set out in Part 1 Schedule 9 provided that the maximum liability of the Seller in respect of such indemnity shall not exceed the caps indicated in said Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers9. 5.2 The Sellers are aware 14.7 Without prejudice to any claim or remedy that the Buyer or Buyer's Guarantor may have for a Breach of Warranty pursuant to this Agreement Buyer and Buyer's Guarantor hereby acknowledge that the Buyer has entered into this Agreement representations and warranties made by Seller's Guarantor and Seller in reliance schedule 2, are made on the Warranties which have induced it basis of similar representations and warranties made by Alcatel and Seller pursuant to enter into this Agreement. 5.3 The Warranties are given subject only Section 3 of the SPA and the Seller's Guarantor warrants that, to the matters fairly disclosed in the Disclosure Letter. The rights and remedies Best of its Knowledge there has been no Breach of the Buyer representations and warranties set forth in respect of any breach section 3 of the Warranties shall not be affected by CompletionSPA. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject 4.1 Where the Software is provided in a CD/DVD MEDIA, A*ccelerate warrants that the CD/DVD MEDIA on which the Software is supplied will be free from defects in materials and workmanship under normal use for a period of 30 days from the Effective Date (“the Warranty PerCDi/DoVdD”). If MEDIA shall occur during the Warranty Period it may be returned to Clause 5.10A*ccelerate who will replace it free of charge. 4.2 A*ccelerate warrants that the Software will perform substantially in accordance with its accompanying documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed) and that the documentation correctly describes the operation of the Software in all material respects. If A*ccelerate is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Software or its documentation within a reasonable time. 4.3 The above represent your sole remedies for any breach of A*ccelerate’s warranties, [**] warrant which are given only to the Buyer original registered user. 4.4 The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extend permitted by law. 4.5 A*ccelerate and the Owner do not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall load and use the Software at your own risk and in no event will A*ccelerate or the Owner be liable to you for any loss or damage of any kind (except personal injury or death resulting from A*ccelerate’s or the neOglwigenncee)rin’clusding lost profits or other consequential loss arising from your use of or inability to use the Software or from errors or deficiencies in it whether cause by negligence or otherwise except as expressly provided herein. In no event shall A*ccelerate’s or the liaObiwlityner’s exceed the amount paid by you for the Software. 4.6 You shall indemnify A*ccelerate against all proceedings, costs, expenses, liabilities, injury, death, loss or damage arising out of the breach or negligent performance or failure in performance by you of the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to or from the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies use of the Buyer in respect of any breach of Software and the Warranties shall not be affected by Completionassociated documentation howsoever caused. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant 2.1 The Warrantor warrants to the Buyer in Purchaser that at the terms date of this Agreement each of the statements set out in Part 1 of Schedule 3 is true and Part 2 of Schedule 4 accurate in all respects and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware misleading PROVIDED THAT no liability under and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The no rights and remedies of the Buyer obligations in respect of any breach the Warrantor shall arise unless and until the Offers are declared unconditional in all respects under the terms of the Warranties Offers. 2.2 The Warrantor shall not be affected by Completion. 5.4 Each (in the event of any claim being made against him in connection with the Warranties set out in each paragraph or under the Deed of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to Indemnity) make any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of claim against the Company or the Subsidiary Undertaking is Subsidiaries or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurredagainst any director, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or or the Subsidiary Undertaking for the purpose of assisting them in relation Subsidiaries on whom they have or may have relied before agreeing to any term of this Agreement, Agreement or of the making Deed of a representation, the giving of a warranty Indemnity or the preparation of authorising any statement in the Disclosure Letter. 5.10 Part 2 2.3 Each of Schedule 3 the Warranties shall be construed as a separate and independent warranty and (Limitations on Sellers' liabilitysave as expressly provided to the contrary) shall apply not be limited or restricted by reference to limit or excludeinference from the terms of any other Warranty or any other term of this Agreement. 2.4 The Warrantor shall immediately disclose prior to Completion and disclose as soon as reasonably practicable after Completion to the Purchaser any matter or thing which may arise or become known to him after the date of this Agreement which is inconsistent with any of the Warranties or which might render any of them misleading. 2.5 The Warrantor hereby agrees to indemnify the Purchaser in terms of the Deed of Indemnity PROVIDED THAT no liability under and no rights and obligations in respect of the Deed of Indemnity shall arise unless and until the Offers are declared unconditional in all respects under the terms of the Offers. 2.6 The Warrantor hereby agrees to pay the Purchaser an amount equal to the difference between the amount of debtors and accounts receivable as set out in a list of debtors and accounts receivable as at 30 June 2000, in accordance with its termsthe Agreed Form (the "Debtors List") (less (pound)165,000) that the Company has not received by 31 December 2000 provided that: 2.6.1 the Purchaser shall after Completion use all reasonable endeavours to procure the recovery by the Company of such debts and shall not take any action which is or may be prejudicial to the recovery by the Company of such debts provided that the Purchaser shall not be obliged to take any action nor procure the taking of any action which it considers to be onerous or prejudicial to the Purchaser or the Company and further provided that if the Purchaser fails to take any action due to these reasons the Purchaser shall not be entitled to recover from the Warrantor any such sum which the Purchaser did not pursue from such third party debtor; and 2.6.2 in the event that the Warrantor is liable to pay the Purchaser under this Clause 2.6, the rights of the Company in respect of amounts paid by the Warrantor under this Clause 2.6 shall be subrogated to the Warrantor, provided that the Warrantor will not take any action which is onerous or prejudicial to the Company or the Purchaser and further provided that if the Warrantor is prevented from taking action due to these reasons then the Purchaser shall repay any such relevant amounts paid by the Warrantor to the Purchaser under this Clause 2.6 and the rights of the Company in respect of such amounts shall be transferred back to the Purchaser. 2.7 The Purchaser shall be entitled to claim that any of the Warranties is or was untrue or misleading or had or had been breached even if the Purchaser could have discovered on or before Completion that the Warranty in question was untrue or misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser's rights. 2.8 If the Warrantor is required by law to make any deduction or withholding from any payment under this Clause 2, they shall do so and the sum due in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Company or, as the case may be, the Purchaser receives and retains (free of any liability in respect of any such deduction or withholding) a net sum equal to the sum it would have received and retained had no deduction or withholding been required to be made PROVIDED THAT: 2.8.1 the obligation to increase any payment pursuant to this Clause 2.8 shall not apply where the deduction or withholding from any payment would not have arisen had the Purchaser been resident in the United Kingdom and received such a payment in the United Kingdom; 2.8.2 shall not apply where the obligation is to deduct or withhold in respect ot tax which is a primary liability of the Sellers Purchaser; and 2.8.3 in the event that withholding or deduction does arise and in consequence an increased payment is made under this Clause 2.8 and the Purchaser receives a credit or relief or remission for, or repayment of, any tax paid or payable by it in respect or calculated with reference to the deduction or withholding giving rise to the increased payment the Purchaser shall (to the extent that it can do so without prejudice to the retention of such relief, credit, remission or repayment) pay to the Warrantor an amount equal to any benefit derived from such relief, credit, remission or repayment attributable to such deduction or withholding. 2.9 Schedule 6 shall have effect in respect of a Warranty Claim, provided that no provision of that schedule shall apply the matters to which this Clause 2 applies to limit or exclude any such the liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers Warrantor in respect of a breach the Warranties and, where applicable, the Deed of Indemnity except in the case of fraud, wilful concealment and/or wilful non-disclosure on the part of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amountWarrantor.

Warranties and Indemnity. 5.1 Subject 4.1 Client and/or Agency hereby warrant, represent and undertake to Clause 5.10IndiaCast that:- (a) it has / they have the requisite right, [**] warrant to the Buyer in the terms set out in Part 1 of Schedule 3 power and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it authority necessary to enter into this Agreement.; 5.3 The Warranties are given subject only to (b) the matters fairly disclosed Advertising Copy will not infringe any copyright or other rights or be defamatory of any third party or IndiaCast or its affiliates; (c) it has / they have obtained in advance, and paid for, all necessary consents, licenses and permissions necessary for the Disclosure Letter. The rights and remedies transmission of the Buyer in respect of any breach of the Warranties shall not Advertising Copy as may be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything contemplated in this Agreement.; 5.5 If there is a breach (d) the Advertising Copy and the Delivery Materials will comply with all applicable ordinances, rules and regulations including without limitation any technical requirements and Codes, as applicable; (e) it / they shall co-operate fully with IndiaCast and provide (free of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal charge to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of extent it is reasonable) all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment assistance that is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion required as a result of any variation challenge / notice by any regulatory or error in the figures set out in Schedule 8. 5.8 If in respect of or governmental agency in connection with the advertising around or sponsorship of the Programme; (f) the Advertising Copy does not contain any material which breaches any statutory or regulatory duty / obligation, is false or misleading or which is obscene, offensive or defamatory or offends religious, linguistic or regional sentiments, or constitutes an unfair trade practice or violates any other legislation / regulation / order for the time being in force, or is made to give negative publicity of any other product or service; (g) it has / they have taken or will take all necessary steps to ensure that nothing is or will be contained in the Advertising Copy which might make its transmission illegal or actionable for any reason in any of the country/ies or territory/ies of the Footprint; (h) the Advertising Copy shall be delivered as per technical specifications provided by IndiaCast; (i) in the event of Advertiser appointing / changing its Agency, all the terms, conditions, rights, entitlements and obligations of the Advertiser / Agency and IndiaCast shall remain intact and unchanged. Any such appointment / change in the Agency shall be ratified in writing by the Advertiser. The Advertiser and/or Agency hereby agree, to settle all payments which have fallen due with the existing Agency before business is routed through the new Agency. Further, the Advertiser shall also keep IndiaCast indemnified from any losses, claims, litigations or disputes arising from such replacement; and (j) it / they will fully indemnify and keep IndiaCast and/or its affiliates (including their employees, directors, officers, agents, affiliated companies, licensors, channel owner(s) and authorized transmission licensees), fully indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities howsoever arising from any breach of its / their warranties, obligations, terms and conditions contained in this Agreement or in any manner whatsoever in consequence of the Warranties use, recording, transmission or any indemnity claim under this Clause 5 any sum payable to broadcasting in the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy form submitted or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out prescribed of any fraudulent act Advertising Copy or omission matter supplied by or on behalf of the Sellerstransmitted for Client and/or Agency. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.1012. Indevus warrants that the Product and matching placebo provided for use in the Phase III Clinical Trial performed under the Programme will be manufactured in accordance with Current Good Manufacturing Practice. TO THE FULLEST EXTENT PERMITTED BY LAW, [**] warrant APART FROM THE FOREGOING WARRANTY, INDEVUS MAKES NO ADDITIONAL WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND LIABILITIES, WHETHER EXPRESS OR IMPLIED, ARISING FROM CONTRACT OR TORT (EXCEPT FRAUD), IMPOSED BY STATUTE OR OTHERWISE, RELATING TO THE PRODUCT OR MATCHING PLACEBO AND/OR ANY INTELLECTUAL PROPERTY RIGHTS USED OR INCLUDED IN THE PRODUCT OR MATCHING PLACEBO, INCLUDING ANY WARRANTIES AS TO MERCHANTABILITY, FITNESS, SUITABILITY, USEFULNESS AND/OR SAFETY FOR ANY PURPOSE, OR NON-INFRINGEMENT. 13. Without prejudice to the Buyer generality of the foregoing, Indevus does not give any warranty, representation or undertaking as to the efficacy, usefulness, non-toxicity or safety of the Product or matching placebo. 14. Indevus will during and after the period of this Agreement indemnify and hold harmless the MRC and their employees and agents against all liability, damage, costs or expenses which may result from: a) a claim by any person participating in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies Phase III Clinical Trial alleging injury arising from use of the Buyer Product or placebo in respect accordance with the Protocol; b) the gross negligence or wrongful acts or omissions or breach of statutory duty of Indevus, its employees, agents or subcontractors; c) any breach by Indevus, its employees, agents or subcontractors of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, except to the making of a representationextent such loss, damage, costs or expenses result from the giving of a warranty or the preparation negligence of the Disclosure Letter.MRC, their employees or agents; 5.10 Part 2 d) the failure of Schedule 3 (Limitations on Sellers' liability) shall apply Indevus, its employees, agents or subcontractors to limit or exclude, manufacture the Product and/or matching placebo in accordance with the terms of this Agreement; e) use of the Product and/or matching placebo pursuant to the Protocol infringing any intellectual property rights of any third party. Notwithstanding the foregoing, Indevus will not be responsible for and shall not be obligated to indemnify against any loss, claim, or demand, or any costs and expenses arising from any (i) injuries or damages resulting from the negligence or willful misconduct of, or violation of applicable laws, rules or regulations by, MRC or any of the Centres or Investigators or their respective employees, agents, assistants or contractors; (ii) failure to store, handle or administer the Product and/or matching placebo in accordance with the Investigators’ Brochure or the Protocol on the part of MRC or any Centre or Investigator, or any of their respective employees, agents, assistants, or contractors; or (iii) activities conducted by MRC or any of the Centres or Investigators or their respective employees, agents, assistants or contractors contrary to the Protocol or the ICH Guidelines for Good Clinical Practice. 15. The MRC agrees to provide Indevus with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought under this Agreement. Indevus agrees, at its termsown expense, to provide attorneys reasonably acceptable to the MRC to defend against any such claim. The MRC shall co-operate fully with Indevus in such defence and will permit Indevus to conduct and control such defence and the disposition of such claim, suit or action (including all decisions relative to litigation, appeal and settlement) provided, however, that Indevus shall not admit fault on MRC’s behalf without MRC’s advance written permission. 16. Notwithstanding anything to the contrary herein contained, Indevus shall not be liable for any indirect, special, incidental, punitive or consequential damages. In no event shall the liability of the Sellers Indevus in respect of a Warranty Claimany damages, provided that no provision costs or expenses under this Agreement exceed the cost of that schedule shall apply delivery to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf the Centres of the Sellersmaximum number of Product and matching placebo to be supplied by Indevus as specified in Clause 5 of this Agreement, except that such limit shall not apply in the case of (i) personal injury or death arising from negligence of Indevus or (ii) fraud by Indevus. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant By signing the Commissioning Agreement the Writer warrants that the Writer: 22.1 is or will be the sole author of the Script which is wholly original to the Buyer in Writer (except to the terms set out in Part 1 extent that it is based on or relates to the work of Schedule 3 third parties provided by the Producer) and Part 2 of Schedule 4 and does not withstanding infringe the copyright or any other provision right of this Agreement, any reference third party nor to the best of the Writer‟s knowledge and belief contain any defamatory statement or innuendo which if published in any Warranty to form whatsoever might confer on any person firm or company a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge right of action or claim for damages (provided however that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties Writer shall not be affected by Completionliable for any defamatory matter which in the reasonable opinion of the Producer was included in the Script without negligence or malice on the Writer‟s part) 22.2 is free to accept this engagement and has no commitments and will not make or accept any commitment which shall prevent the full rendering of the Writer's services required to the Producer in accordance with this Agreement 22.3 is a “qualifying person” within the meaning of the Copyright Designs and Patents Act of 1988. 5.4 Each 22.4 will at the expense of the Warranties set out Producer do all such further acts and sign or execute all such further documents or deeds as the Producer may require to protect vest in each paragraph or confirm to it the rights intended to be granted hereby 22.5 will indemnify the Producer against all actions proceedings costs claims and damages and any compensation agreed on the advice of Part 1 Counsel arising from any breach or non-performance by the Writer of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything warranty contained in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 . The Producer will consult with the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject Writer prior to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a settling any claim against the Sellers in respect Producer by a third party pursuant to this clause. The Producer will indemnify the Writer against all actions proceedings costs claims and damages and any compensation agreed on the advice of Counsel arising from any claim by a breach or an alleged breach third party that their rights are infringed by any element of a Warranty the Programme or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered Format not supplied by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8Writer. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] 4.1 The Warrantors jointly and severally represent and warrant to the Buyer Purchaser in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge knowledge that the Buyer has entered Purchaser is entering into this Agreement agreement in reliance on upon the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies accuracy of the Buyer in respect of any breach each of the Warranties (subject to the limitations contained in clause 5). All Warranties given by the Warrantors are given jointly and severally provided that: (a) any claim under the Warranties must be made against each of the Warrantors in the first instance; and (b) the Purchaser shall not only be affected by Completionentitled to pursue a claim for damages for breach of a Warranty against any Warrantor in an amount which exceeds such Warrantor's Agreed Proportion of the total value of the claim in question to the extent that the Purchaser has first taken all reasonable steps to pursue an action for damages for breach of Warranty against each of the Warrantors. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 4.2 If there is a breach of a Warranty and: 5.5.1 the value of an asset any of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are Warranties then, subject to the provisions of clause 5, in respect of each such breach and without prejudice to the right of the Purchaser to claim damages on any basis available to it or incur(s) a liability to any other right or an increase in a liability which it would not have been subject remedy available to or would not have incurred had the breach not occurredPurchaser, [**] the Warrantors agree to pay to the Buyer Purchaser on demand (at the Buyer’s option) an amount such sum as is equal to the relevant Due Proportion of the reduction caused in difference between the value of the Sale Shares at the date on which the Warranty was given after taking into account that the fact or matter giving rise to such breach was not as warranted and the value which the Sale Shares would have had at that date if the fact or matter giving rise to such breach had been as warranted; 4.3 The benefit of the Warranties may be assigned in whole or in part and without restriction by the person for the time being entitled to them to any purchaser of the whole of the issued share capital of the Company provided that the Purchaser has complied with the provisions of clause 7.3 and further provided that no assignee shall be entitled to a greater sum of damages or other compensation than the sum to which the Purchaser would have been entitled had it not assigned the benefit of the Warranties. 4.4 Each of the Warranties shall be construed as a separate and independent warranty and (save as expressly provided to the contrary in clause 5) shall not be governed, limited or restricted by reference to or inference from any other terms of this agreement, the Tax Deed or any other Warranty. 4.5 Any payments made by the Warrantors to the Purchaser in respect of claims under the Warranties or under the Tax Covenants shall so far as possible be treated by the parties as a reduction in the consideration for the Sale Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of 4.6 Where any of the Warranties is qualified by the expression "so far as the Warrantors are aware" or any indemnity claim under this Clause 5 any sum payable to similar expression, each of the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount Warrantor shall be paid deemed to have the Buyer by awareness of the Sellers so other Warrantor and to have such additional awareness as to secure that the net amount received by the Buyer is the same as it Warrantors would have been were the payment not subject to Taxationafter having made all due, diligent and careful enquiry. 5.9 4.7 Each of the Sellers waives Warrantors hereby agrees with the Purchaser (for itself and may not enforce as trustee for the Company) to waive any rights right which he/she it may have in respect of a any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present of its officers and employees or former officer advisers in enabling the Warrantors to give the Warranties, to prepare the Disclosure Letter and to enter into this agreement and undertakes not to make any claim in respect of such reliance. This sub-clause shall not preclude any Vendor from claiming against any other Vendor under any right of contribution or employee indemnity to which he or she may be entitled. 4.8 The Purchaser shall not have any rights or remedies in respect of any breach of this agreement insofar as it had actual knowledge of the facts relating to that breach prior to the date of this agreement. 4.9 The Warrantors shall indemnify the Purchaser and the Company and keep indemnified the Purchaser and the Company against all Costs arising under or in respect of: (a) any claim against the Company or the Purchaser by any broker, finder, financial adviser or other person retained by any of the Vendors or the Company in connection with this agreement or the transactions effected by this agreement; or (b) any claim against the Company or the Purchaser arising from any breach of warranty 1, warranty 2 (a) in part A of schedule 5 insofar as such claim relates to the Warrantor's Sale Shares or warranty 2 (b), 2 (c) or 2(d) of Part A of schedule 5; or (c) any additional audit fees arising from the failure of the Accounts to be audited and signed by the directors of the Company and/or on Completion but only insofar as the Subsidiary Undertaking for additional fees relate to the purpose auditing of assisting them the period 1 August 1998 to 31 July 1999. 4.10 If the Purchaser becomes aware of any third party claim, potential claim, matter or event (a third party claim) which would lead to a claim under clause 4.9 being made, (subject to being fully indemnified to its reasonable satisfaction by the Vendor against all reasonable out-of- pocket costs and expenses incurred by the Purchaser or the Company) the Purchaser: (a) shall procure that notice of such third party claim is given to the Vendors' Representative within a reasonable period; (b) shall not make (or, as appropriate, shall procure that the Company shall not make) any admission of liability, agreement or compromise with any person, body or authority in relation to any term of this Agreement, such third party claim without prior consultation and with the making of a representation, the giving of a warranty or the preparation prior agreement of the Disclosure Letter.Vendors' Representative which shall not be unreasonably withheld or delayed; 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liabilityc) shall apply take (or, as appropriate, shall co-operate to limit procure that the Company shall take) such action as the Vendors' Representative may reasonably request to avoid, dispute, resist, appeal, compromise or exclude, in accordance with its terms, defend such third party claim or any liability of the Sellers adjudication in respect of that third party claim; and (d) if so required by the Vendors' Representative in writing, shall ensure (or, as appropriate, shall co- operate to procure that the Company shall ensure), at the request in writing of the Vendors' Representative that the Vendors' Representative is placed in a Warranty Claimposition to take on or take over the conduct of all proceedings and/or negotiations of whatsoever nature arising in connection with the third party claim in connection with the third party claim in question and provide (or, provided as appropriate, co-operate to procure that the Company provides) such information and assistance as the Vendors may reasonably require in connection with the preparation for and conduct of such proceedings and/or negotiations. 4.11 All sums payable by the Vendors under this agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Vendors shall pay such additional amount as shall be required to ensure that the net amount received by the Purchaser will equal the full sum which would have been received by it had no such deduction or withholding been required to be made. 4.12 Notwithstanding any other provision of this Agreement and save as set out in paragraphs 11, 12, 13 and 14 of Schedule 5, no warranties, representations or undertakings are given by the Vendors in relation to the Company's IPR. 4.13 Each Vendor represents and warrants severally (but not jointly) to and covenants and agrees with the Purchaser in the knowledge that schedule shall apply to limit or exclude any such liability arising out the Purchaser is entering into this agreement in reliance upon the accuracy of any fraudulent act or omission by or on behalf each of the SellersVendors' Warranties. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject Sophos warrants to Clause 5.10, [**] warrant to You only that for a period of ninety (90) days from the Buyer date of purchase (the “Warranty Period”): (i) the Licensed Products will perform substantially in accordance with the terms set out Documentation provided that it is operated in Part 1 accordance with the Documentation on the designated operating system(s) and (ii) the Documentation adequately describes the operation of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference the Licensed Products in any Warranty to a Seller shall be to the Sellersall material respects. 5.2 The Sellers are aware If Sophos is notified in writing of a breach of this warranty during the Warranty Period, Sophos’s entire liability and acknowledge that Your sole remedy shall be (at Sophos’s option) to correct or replace the Buyer has entered into Licensed Products and/or its Documentation within a reasonable time or provide or authorise a refund of the Fee following the return of the Product accompanied by proof of purchase. Any items provided as replacement under the terms of this Agreement in reliance on warranty will be warranted for the Warranties which have induced it to enter into this Agreementremainder of the original Warranty Period. 5.3 The Warranties are given subject only Sophos shall indemnify and keep You fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses and liabilities which arise from any claim or proceeding alleging that Your use, possession or distribution of the Product in the country where Your head office is located (provided that such country is a party to the matters fairly disclosed World Intellectual Property Organization (WIPO) treaties on patents, trademarks and copyrights) in accordance with the terms of this End-User Licence Agreement infringes any third party patent, trademark or copyright in the Disclosure Lettercountry where Your head office is located. The rights and remedies of the Buyer in respect of any breach of the Warranties You shall not be affected entitled to the benefit of this indemnity if:- 5.3.1 You fail to notify Sophos in writing within ten (10) days of any claim being made or proceedings being issued against You; or 5.3.2 You do not at the written request of Sophos forthwith cease to use or distribute the Product on any such claim being made; or 5.3.3 You shall have, without the prior written consent of Sophos, acknowledged the validity of the claim or proceedings of such third party or taken any action which would or might impair the ability of Sophos to contest the claim or proceedings of the third party if it so elects and in any such case Sophos shall be entitled to terminate this End-User Licence Agreement forthwith by Completionnotice to You. 5.4 Each Sophos shall have no liability under clause 5.3 or otherwise if the alleged infringement arises due to:- 5.4.1 modification of the Warranties set out Product by anyone other than Sophos; or 5.4.2 use of the Product with any hardware, software or other component not provided by Sophos in each paragraph circumstances where use of Part 1 the Product without such other hardware, software or component would not have led to liability under Clause 5.3; or 5.4.3 use of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any the Product other Warranty or anything than in this Agreementaccordance with the Documentation. 5.5 If there any such claim referred to in Clause 5.3 is a breach of a Warranty andmade against You, then Sophos shall have: 5.5.1 the value of an asset of the Company absolute discretion to decide whether or the Subsidiary Undertaking is not to take or becomes less than the value would have been had the breach not occurred; ordefend any proceedings in relation to such third party’s claims; 5.5.2 the Company and/or right to require, if it considers it necessary or desirable, You to join in any such proceedings at Sophos’ cost; 5.5.3 the Subsidiary Undertaking is/are subject right to require Your full co-operation (at Sophos’ expense) with Sophos in defending the claim; 5.5.4 the right to procure a license so that Your use, possession and distribution of the Product in accordance with the terms of this End-User Licence Agreement does not infringe any third party patents, trademarks or incur(s) copyrights; 5.5.5 the right to modify the Product so that they no longer infringe a liability third party’s patents, trademarks or an increase copyrights; and 5.5.6 the right to terminate this End-User Licence Agreement forthwith by notice to You if Sophos cannot obtain a license or modify the Product in the manner referred to in Clauses 5.5.4 and 5.5.5 in a liability manner which it would not have been subject Sophos considers commercially feasible and refund any applicable fees paid to or would not have incurred had the breach not occurredSophos by You; and You will in any event mitigate Your losses as far as possible. CLAUSES 5.3, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares5.4 AND 5.5 SET OUT YOUR SOLE REMEDY AND THE WHOLE LIABILITY OF SOPHOS IN THE EVENT THAT THE PRODUCTS INFRINGE THE PATENTS, TRADEMARKS OR COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement You warrant that your use of the judgmentLicensed Products is and will continue to be in accordance with all applicable laws and regulations. 5.7 [**] You shall at Your own expense hold harmless, defend and fully and effectively indemnify Sophos against any claims, proceedings, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to Your use of the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any Licensed Products (including without limitation breach of Your warranty in Clause 5.6) and/or any of the Warranties or any indemnity claim under this Clause 5 any sum payable to the Buyer by the Sellers by way of compensation is subject to Taxation, then such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to TaxationSuggestions. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration to the extent of that amount.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant 4.1 The Vendor represents and warrants to the Buyer Purchaser in relation to the Company in the terms set out in Part 1 Schedule 5 and in the knowledge that the Purchaser is entering into this agreement in reliance upon the accuracy of Schedule 3 and Part 2 each of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be the Warranties that (subject to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement limitations contained in reliance on clause 5) the Warranties which have induced it to enter into this Agreement. 5.3 The Warranties are given true and accurate subject only to the matters fairly disclosed in the Disclosure Letter. The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected by Completionexceptions Disclosed. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 4.2 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlement; and 5.6.2 legal proceedings against the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment is given for the Buyer or the enforcement of the judgment. 5.7 [**] the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur in relation to any and all losses suffered by the Company following Completion as a result of any variation or error in the figures set out in Schedule 8. 5.8 If in respect of or in connection with any breach of any of the Warranties or any indemnity claim under this Clause 5 any sum payable then, in respect of each such breach and without prejudice to the Buyer right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to the Purchaser, the Vendor agree to pay to the Purchaser on demand or in circumstances where there are sufficient funds in the Escrow Account to authorise the Escrow Agent to make a payment to the Purchaser in accordance with the Escrow Agreement such sum as would put the Company into the position which (after payment of any Taxation payable in respect of the receipt of such sum) would have existed if there had been no such breach plus all Costs incurred by the Sellers Purchaser or the Company in connection with such breach of the Warranties. 4.3 The benefit of the Warranties may be assigned in whole or in part and without restriction by way of compensation is subject the person for the time being entitled to Taxation, then such further amount them provided that no assignee shall be paid entitled to a greater sum of damages or other compensation than the Buyer by sum to which the Sellers so as to secure that the net amount received by the Buyer is the same as it Purchaser would have been were entitled had it not assigned the payment not subject to Taxationbenefit of the Warranties. 5.9 4.4 Each of the Sellers waives Warranties shall be construed as a separate and may independent warranty and (save as expressly provided to the contrary in clause 5) shall not enforce be governed, limited or restricted by reference to or inference from any rights other terms of this agreement, the Tax Deed or any other Warranty. 4.5 Any payments made by the Vendor to the Purchaser in respect of claims under the Warranties or under the Tax Covenants shall so far as possible be treated by the parties as a reduction in the consideration for the Sale Shares. 4.6 Where any of the Warranties is qualified by the expression "so far as the Vendor is aware" or any similar expression, the Vendor shall be deemed to have such additional awareness as the Vendor would have after having made all due, diligent and careful enquiry. 4.7 The Vendor hereby agrees with the Purchaser (for itself and as trustee for the Company) to waive any right which he/she it may have in respect of a any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present of its officers and employees or former officer or employee of advisers in enabling the Company and/or Vendor to give the Subsidiary Undertaking for the purpose of assisting them in relation Warranties, to any term of this Agreement, the making of a representation, the giving of a warranty or the preparation of prepare the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) shall apply Letter and to limit or exclude, in accordance with its terms, enter into this agreement and the Tax Deed and undertakes not to make any liability of the Sellers claim in respect of a Warranty Claim, provided that no provision such reliance. 4.8 The rights and remedies of that schedule shall apply to limit or exclude any such liability arising out the Purchaser in respect of any fraudulent act or omission breach of this agreement shall not be affected by any investigation made by or on behalf of the SellersPurchaser into the affairs of the Company or actual or constructive knowledge on the part of the Purchaser or its agents or advisers or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release given by the Purchaser and except as otherwise expressly provided in this agreement in relation to the Disclosure Letter. 5.11 Any amount paid 4.9 The Vendor shall indemnify the Purchaser and the Company and keep indemnified the Purchaser and the Company against all Costs arising under or in respect of: (a) any claim against the Company or the Purchaser by any broker, finder, financial adviser or other person retained by the Vendor or the Company in connection with this agreement or the transactions effected by this agreement; or (b) any claim against the Company or the Purchaser arising from any breach of warranty 1, warranty 2 (a) in part A of schedule 5 insofar as such claim relates to the Sale Shares or warranty 2 (b), 2 (c) or 2(d) or 3 of Part A of schedule 5; or (c) any claim against the Company or the Purchaser arising from or in connection with the ownership of Sale Shares previously owned by Bathford Trust; or (d) any claim against the Company or the Purchaser in relation to a breach of paragraph 12 of part B of schedule 5; (e) any claim against the Company or the Purchaser arising from or in connection with the pension scheme established by the trust deed dated 23 January 1995 and made between Checkline Business Machines Limited and Xxxxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxxx and Co Trustees Limited; (f) any claim that Xxxx Xxxxxxx makes against the Company or the Purchaser pursuant to her employment with the Company which was terminated on behalf of 22 August 2000; (g) any claims against the Sellers Company or the Purchaser in respect of any arrangements between the Vendor and Xxxxxxxx Xxxxxx whereby the Vendor directs that any of the consideration received pursuant to this agreement is paid to Xxxxxxxx Xxxxxx. 4.10 All sums payable by the Vendor under this agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law. 4.11 If any payment made by the Vendor in relation to a claim for breach of Warranty will be or has been subject to Taxation in the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment hands of the Consideration Purchaser, the Purchaser may demand in writing from the Vendor such sum (after taking into account any Taxation payable in respect of such sum) as will ensure that the Purchaser receives and retains a net sum equal to the extent sum which it would have received had the payment not been subject to Taxation. The Vendor shall pay any sum which is demanded pursuant to this sub-clause 4.11 within two Business Days of service of such demand. 4.12 The Purchaser represents and warrants to the Vendor in the terms set out in schedule 10 and in the knowledge that amountthe Vendor is entering into this agreement in reliance upon the accuracy of the warranties that the warranties are true and accurate.

Warranties and Indemnity. 5.1 Subject to Clause 5.10, [**] warrant 10.1 Each party warrants to the Buyer in the terms set out in Part 1 of Schedule 3 and Part 2 of Schedule 4 and not withstanding any other provision of this Agreement, any reference in any Warranty to a Seller shall be to the Sellers. 5.2 The Sellers are aware and acknowledge that the Buyer has entered into this Agreement in reliance on the Warranties which have induced it is entitled to enter into this AgreementDistribution Agreement and grant the Rights described herein. 5.3 The Warranties are given subject only 10.2 Cephalon warrants to Novartis that: **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the matters fairly disclosed in the Disclosure LetterCommission. The omitted portions have been filed separately with the Commission. 10.2.1 so far as it is aware the Sale of Products under the Trademark does not infringe the trademark rights and remedies of the Buyer in respect or other Rights of any breach of the Warranties shall not be affected by Completion. 5.4 Each of the Warranties set out in each paragraph of Part 1 of Schedule 3 are separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.5 If there is a breach of a Warranty and: 5.5.1 the value of an asset of the Company or the Subsidiary Undertaking is or becomes less than the value would have been had the breach not occurred; or 5.5.2 the Company and/or the Subsidiary Undertaking is/are subject to or incur(s) a liability or an increase in a liability which it would not have been subject to or would not have incurred had the breach not occurred, [**] pay the Buyer on demand (at the Buyer’s option) an amount equal to the relevant Due Proportion of the reduction caused in the value of the Shares. 5.6 [**] indemnify the Buyer against the relevant Due Proportion of all reasonable and proper costs which the Buyer may incur whether before or after the start of an action in connection with: 5.6.1 the settlement of a claim against the Sellers in respect of a breach or an alleged breach of a Warranty or the enforcement of a settlementthird party; and 5.6.2 legal proceedings 10.2.2 it shall supply Product which meets the Specification and which is manufactured in accordance with Good Manufacturing Practice and shall be responsible for creating and retaining manufacturing, analytical and distribution records, testing and releasing materials, undertaking product and quality controls, including in-process controls and all necessary stability studies, and analysis relating to the Product all in accordance with such Specification and Good Manufacturing Practice. 10.3 Save as is expressly stated in this Agreement no representation, condition or warranty whatsoever is made or given by or on behalf of either Party and all conditions and warranties implied by operation of law or otherwise are hereby expressly excluded. 10.4 If any claim against Novartis, its Affiliates, recognised distributors or agents (the Sellers in respect of a breach or an alleged breach of a Warranty in which judgment "Indemnified Party") is given for the Buyer or the enforcement brought by reason of the judgment. 5.7 [**] fact that any Product has caused illness, death or bodily injury, then unless such claim is a result of the Buyer against gross negligence or misconduct of the relevant Due Proportion of all reasonable Indemnified Party, Cephalon shall indemnify Novartis and proper costs which the Buyer may incur in relation to its Affiliates for any and all losses liabilities, claims, damages and costs incurred or suffered by the Company following Completion other Novartis or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by Novartis or its Affiliates, as a result of any variation associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses reasonably incurred in contesting or error in the figures set out in Schedule 8defending such claim. 5.8 If in respect of or in connection with any breach 10.5 Novartis shall give Cephalon prompt written notice of any claim or threat of claim it receives with respect to any matter for which it or its Affiliates may be entitled to indemnification, and Cephalon shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the Warranties or any indemnity claim under this Clause 5 any sum payable Cephalon and reasonably acceptable to the Buyer by Indemnified Party. In the Sellers by way defence or settlement of compensation is subject to Taxation, then any such further amount shall be paid to the Buyer by the Sellers so as to secure that the net amount received by the Buyer is the same as it would have been were the payment not subject to Taxation. 5.9 Each of the Sellers waives and may not enforce any rights which he/she may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice supplied or given by the Company and/or the Subsidiary Undertaking or any present or former officer or employee of the Company and/or the Subsidiary Undertaking for the purpose of assisting them in relation to any term of this Agreementclaim, the making of a representation, the giving of a warranty or the preparation of the Disclosure Letter. 5.10 Part 2 of Schedule 3 (Limitations on Sellers' liability) Indemnified Party shall apply to limit or exclude, in accordance cooperate with its terms, any liability of the Sellers in respect of a Warranty Claim, provided that no provision of that schedule shall apply to limit or exclude any such liability arising out of any fraudulent act or omission by or on behalf of the Sellers. 5.11 Any amount paid by or on behalf of the Sellers in respect of a breach of the Warranties and/or under a Warranty Claim made under Part 1 of Schedule 3 shall be deemed to reduce the Consideration and be a repayment of the Consideration assist Cephalon to the extent **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that amounthas been filed with the Commission. The omitted portions have been filed separately with the Commission. reasonably possible, but Cephalon shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice.