Common use of WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed in the Disclosure Letter, each of the Vendors hereby warrant, represent and undertake to the Purchaser the Warranties and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and that the Purchaser may treat them as conditions of this Agreement. 7.2 Save as except in this Agreement, the Vendors agree to indemnify and keep indemnified the Purchaser (for itself and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered by the Purchaser or the Company or its subsidiaries as a result of or in connection with any breach of any of the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of the Purchaser's rights notwithstanding that such rights may have been arisen or known to the Purchaser before Completion. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given by the Purchaser to the Vendors shall specify (in reasonable detail) the matters which give rise to the breach, the nature of the breach and an estimate of the amount claimed in respect thereof ;

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed 9.1 The Vendor and the Vendor’s Guarantor hereby represent and warrant to the Purchaser in the Disclosure Letterterms set out in Schedule 5. 9.2 Each Party hereby warrants to the other Party that: (a) it has the power to execute, each perform its obligations under and enter into all transactions contemplated by, this Agreement and all necessary corporate and other action has been taken to authorise the execution, delivery and performance by it of this Agreement and the documents herein contemplated; (b) the execution and performance of this Agreement and the documents herein contemplated do not violate any applicable law, rule or regulation to which it is subject; and (c) this Agreement constitutes valid and legally binding obligations on its part in accordance with its terms. 9.3 Each of the Vendors hereby warrantWarranties shall be construed as a separate Warranty and (save as expressly provided to the contrary in this Agreement) shall not be limited or restricted by reference to or inference from the terms of any other Warranty. 9.4 The Warranties are made and given subject to and qualified by matters Disclosed, represent and the Vendor shall not be, nor shall it be deemed to be, in breach of or have any obligation or liability under or in connection with any of the Warranties to the extent of anything Disclosed. No other knowledge relating to the PRC Affiliate or Main Union (actual, constructive or imputed) prevents or limits a claim made by the Purchaser for a breach of the Warranties. The Vendor and the Vendor’s Guarantor may not invoke the Purchaser’s knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for a breach of the Warranties given hereunder. 9.5 The Vendor and the Vendor’s Guarantor further warrant and undertake to and with the Purchaser (with the intent that the provisions of this Clause 9.5 shall continue to have full force and effect notwithstanding Completion) that the Warranties given by it will be true and acknowledges accurate in all respects as at the date of this Agreement and as at Completion as if they had been given on the Completion Date. 9.6 The Vendor and the Vendor’s Guarantor undertake that they will, from time to time and at any time before the expiry of the applicable time periods specified in Clause 12.3, whether before or after Completion, notify in writing to the Purchaser as soon as possible any event, fact or circumstance which has become actually known to them after the date hereof and which amounts to a material breach of any of the Warranties. 9.7 The Vendor and the Vendor’s Guarantor acknowledge and accept that the Purchaser is entering into this Agreement in reliance on upon each of the Warranties and that the Purchaser may treat them as conditions of this Agreement. 7.2 Save as except Warranties have been given in this Agreement, the Vendors agree order to indemnify and keep indemnified induce the Purchaser (for itself to enter into this Agreement and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered may be relied upon by the Purchaser or the Company or its subsidiaries as a result of or in connection with notwithstanding any breach of any of the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing investigation which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim been made by the Purchaser under the Warranties or operate to reduce any amount recoverablePurchaser. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of the Purchaser's rights notwithstanding that such rights may have been arisen or known to the Purchaser before Completion. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given by the Purchaser to the Vendors shall specify (in reasonable detail) the matters which give rise to the breach, the nature of the breach and an estimate of the amount claimed in respect thereof ;

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed in the Disclosure Letter, each of the Vendors hereby warrant, represent and undertake to the Purchaser the Warranties and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and that the Purchaser may treat them as conditions of this Agreement. 7.2 Save as except in this Agreement, the Vendors agree to indemnify and keep indemnified the Purchaser (for itself and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered by the Purchaser or the Company or its subsidiaries as a result of or in connection with any breach of any of the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of the Purchaser's rights notwithstanding that such rights may have been arisen or known to the Purchaser before Completion. 7.10 Notwithstanding anything contained in this Clause CLAUSE 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given by the Purchaser to the Vendors shall specify (in reasonable detail) the matters which give rise to the breach, the nature of the breach and an estimate of the amount claimed in respect thereof ;

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed in Each of the Disclosure Letter, Sellers hereby unconditionally and irrevocably represents and warrants to and undertakes with ECH and the Purchaser that each of the Vendors hereby warrantwarranties, represent representations and/or undertakings contained in each of the matters set out in Warranties and undertake matters disclosed in this Agreement is as at the date hereof and, if Completion is deferred in accordance with Clause6.4(a), shall be for all times up to and including Completion Date true, complete and correct and not misleading in all respects. 7.2 Each of the Purchaser the Warranties Sellers agrees and acknowledges that the Purchaser is entering into this Agreement strictly in reliance on upon the Warranties and that the Purchaser may treat them as conditions of this Agreement. 7.2 Save as except matters disclosed in this Agreement, Agreement and any information which may otherwise have come into the Vendors agree to indemnify and keep indemnified the Purchaser (for itself and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered by possession of the Purchaser or which the Company Purchaser ought to have known or its subsidiaries as a result of or in connection with any breach of any of the Warrantieshad constructive knowledge thereof. 7.3 Each of the Warranties is without prejudice shall be construed as a separate and independent representation and warranty and, save as expressly provided to each and every the contrary, shall not be limited or restricted by reference to any other WarrantyWarranties or any other terms of this Agreement. 7.4 The Vendors undertake to Each of ECH and the Purchaser shall be entitled to claim that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties is or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to was untrue or misleading or has or had been breached even if the Purchaser discovered or the Purchaser otherwise becoming aware or it becoming apparent could have discovered on or before Completion that any of the Warranties Warranty in question was untrue misleading or any other term of this Agreement is incorrect or had been breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of any of the rights of the Purchaser's . 7.5 The Warranties shall survive Completion and the rights notwithstanding and remedies of the Purchaser and any claim made by the Purchaser under this Agreement in respect of a breach of any of the Warranties or indemnities contained in this Agreement shall not be affected by (a) Completion, or (b) the giving of any time or other indulgence by the Purchaser to any person, or (c) the Purchaser rescinding or not rescinding this Agreement by any other cause whatsoever. 7.6 The rights, except rights of rescission, conferred on the Purchaser by this Agreement are in addition and without prejudice to all other rights and remedies available to the Purchaser; and no exercise or failure to exercise a right under this Agreement or otherwise or to invoke a remedy shall constitute a waiver of that such rights right or remedy by the Purchaser. 7.7 Each of the Sellers irrevocably and unconditionally undertakes to indemnify, keep indemnified and hold harmless ECH and the Purchaser on demand from and against all claims, liabilities, losses, costs and expenses which ECH or the Purchaser may suffer or incur arising out of, or in respect of, or in connection with any Taxation, tax liability, hidden liability, liability in respect of labour disputes of the Target Company or the Pangenia Group before Completion, any breach of Warranties, and any liabilities of the Target Company or the Pangenia Group incurred due to, arising out of or in connection with any fact, matter, event or circumstance before Completion (including as a result of any non- compliance of applicable laws, rules or regulations). 7.8 Each of the Sellers has confirmed that the Target Company has waived or repaid any balance advanced to (a) its directors and/or shareholders, (b) any the Sellers, and/or (c) Controlled Entity(ies), Associate(s) of any of the Sellers, as at the Completion Date. 7.9 Each of the Sellers shall procure that, as at Completion, there is no outstanding director’s loan or shareholder’s loan from any member of the Pangenia Group to any of the Sellers or any of its Affiliates, or to any director, officer, employee, or shareholder of any of the Sellers or any of its Affiliates. 7.10 Each of the Sellers irrevocably and unconditionally covenants and agrees that, from and after Completion, he will not, and will not permit any of its Affiliates, Associates, directors, senior management, successors, or assigns to, directly or indirectly, commence, join, maintain, or participate in any action, suit, claim, demand, arbitration, mediation, or other proceeding of any kind or nature, whether at law or in equity, before any court, tribunal, agency, or other authority, against any member of the Pangenia Group or any of its, successors, or assigns, in relation to any matter, event or circumstance before Completion. Each of the Sellers further agrees to waive, and to cause its Affiliates, Associates, directors, senior management, successors, and assigns to waive, any and all rights, remedies, defences, or causes of action that they may have been arisen or assert against any member of the Pangenia Group or any of its Affiliates, successors, or assigns, whether known or unknown, contingent or matured, liquidated or unliquidated, or otherwise, in relation to the Purchaser any matter, event or circumstance before Completion. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability 7.11 Each of the Vendors in respect of all breaches under Sellers irrevocably and unconditionally undertakes that, after Completion, he shall procure the Warranties shall not exceed the amount appointment of the Consideration; and (iperson(s) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given nominated by the Purchaser or ECH to the Vendors shall specify (in reasonable detail) board of directors of Pangenia and that the matters which give rise to the breach, the nature majority of the breach board of directors of Pangenia shall comprise of persons(s) nominated by the Purchaser or ECH. 7.12 The Seller undertakes to irrevocably and an estimate unconditionally undertakes to procure the change of authorised signatories and signing arrangements of all bank accounts of the amount claimed in respect thereof ;Pangenia Group as directed by the Purchaser or ECH (including the addition and removal of authorised signatories as specified by the Purchaser or ECH).

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed Supplier represents and warrants to ESCATEC that the Products delivered are free from all defects in the Disclosure Letter, each materials and workmanship for a period of the Vendors hereby warrant, represent and undertake eighty four (84) months after ESCATEC’s acceptance of Products. All Products shall conform strictly to any Specifications which may have been provided to or furnished by ESCATEC. Supplier further warrants that it has good title to the Purchaser the Warranties Products free and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties clear of all liens and that the Purchaser may treat them as conditions of this Agreementencumbrances and will transfer such title to ESCATEC. 7.2 Save In the event of any breach of the Supplier’s warranty under Section 7.1, ESCATEC shall have the right to reject such Products and shall notify Supplier of such rejection provided however that the absence of any such notice by ESCATEC following a review, inspection or test shall not relieve the Supplier of its obligations hereunder. 7.3 Upon ESCATEC’s written notice of such rejection, ESCATEC shall inform Supplier which of the following options for rectification of the non-conformity or deficiency ESCATEC wishes, in its sole discretion, to pursue with such determination being binding on Supplier. ESCATEC may require Supplier to promptly perform at Supplier’s own cost (i) to re-work or make good the Products; (ii) to replace such defective Products as except in this Agreementmay be necessary to correct any such deficiencies, or (iii) to refund to ESCATEC the Vendors agree to indemnify and keep indemnified purchase price of the Purchaser (for itself and as trustee for the Company) against all losses, damages, non-conforming Products plus actual transportation costs, actionsinsurance premiums, proceedingsduties and taxes, claimsif any, demands paid thereon by ESCATEC in each of case (i) and (ii), to bring the provision of the Products up to the standard and Specification agreed by the Parties, and in each case until the applicable Products are determined satisfactory by ESCATEC. In the event of such replacement, re-working or making good all additional expenses shall be borne by Supplier. 7.4 Supplier must approve the return of rejected Products within two (2) working days upon receiving ESCATEC’s reject note. A replacement is expected within five (5) working days. If Supplier does not perform any necessary action within seven (7) working days ESCATEC reserves the right to order the goods from other sources and any additional costs and expenses suffered shall be borne by Supplier. In any such instance Supplier will be advised in writing by ESCATEC. 7.5 ESCATEC will issue a Corrective Action Request (CAR) to Supplier where defects are identified, Supplier shall provide a root cause analysis and corrective action response within five (5) working days or a mutually agreed time. 7.6 Unless otherwise specified all Products delivered shall conform to the shelf life in Appendix A. 7.7 Where the Supplier is not the manufacturer of the Products the Supplier shall, without limiting its other obligations, extend to ESCATEC the benefit of any warranty or other terms given by the Purchaser or manufacturer. 7.8 In the Company or its subsidiaries event of any product liability claims on ESCATEC relating to the Products where such claims arise as a result of non-conforming Products, the Supplier shall be liable for and shall indemnify, defend and hold harmless ESCATEC and its Customer from and against all losses incurred or in connection with any breach suffered by them as a result, including the recall of any of a product incorporating the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake Product to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser extent such sum as shall represent the diminution in the value of the Sale Shares recall arises as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or the non-fulfillment of any conformance of the same before Products. Any acceptance by ESCATEC of the Products, or after Completion and in the event of action taken after Completion. Completion any payment by ESCATEC shall not in any way constitute a waiver by ESCATEC of the Purchaser's its rights notwithstanding that to inspect such rights may have been arisen Products, or known to the Purchaser before Completionreject such Products. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given by the Purchaser to the Vendors shall specify (in reasonable detail) the matters which give rise to the breach, the nature of the breach and an estimate of the amount claimed in respect thereof ;

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as Each of the Founder and the Company jointly and severally hereby:- (a) acknowledges that Macrovision has been induced to enter into this Agreement and to subscribe for Shares on the basis of the Warranties; and (b) warrants, represents and undertakes to Macrovision in the terms of Schedule 2 subject only to any matters fully and fairly disclosed in the Disclosure Letter, 7.2 Each of the Founder and the Company hereby confirms and agrees that each of the Vendors hereby warrantWarranties is a separate and independent warranty, represent representation and undertake to the Purchaser undertaking and that no one of the Warranties and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and that the Purchaser may treat shall be limited by reference to any other of them as conditions of or by this Agreement. 7.2 Save as 7.3 No proceedings shall be commenced in respect of any claim for breach of the Warranties unless notice giving details of the claim shall have been delivered to the Founder and/or the Company by Macrovision within two years of the Completion Date or, in the case of Warranties relating to Taxation, within seven years of the Completion Date (except in the case of fraud or wilful non-disclosure when this Agreement, limitation shall not apply) 7.4 Macrovision may assign the Vendors agree to indemnify whole or any part of the benefit of any of the Warranties on a transfer of all or any Shares held by Macrovision. 7.5 The rights and keep indemnified the Purchaser (for itself and as trustee for the Company) against all losses, damages, costs, actions, proceedings, claims, demands and expenses suffered by the Purchaser or the Company or its subsidiaries as a result remedies of or Macrovision in connection with respect of any breach of any of the WarrantiesWarranties shall not be affected by: (a) Completion; (b) any investigation made by or on behalf of Macrovision into the affairs of any Group Company or the Business; or (c) any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release. 7.3 Each 7.6 Any information supplied by any Group Company or its agents, representatives or advisers to the Founder or his agents, representatives or advisers in connection with, or which forms the basis of, any of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake Warranties, the Disclosure Letter, the Financial Projections or otherwise in relation to the Purchaser that it will forthwith notify the Purchaser in writing business and affairs of any matter Group Company (whether before or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is Agreement) shall not be treated as a breach of representation, warranty or inconsistent with any guarantee of the accuracy thereof by that or any other Group Company to the Founder and shall not constitute a defence to any claim by Macrovision under the Warranties or other provisions contained and the Founder hereby irrevocably waives any and all claims against the relevant Group Company in this Agreementrespect thereof. 7.5 7.7 In the event of any breach of Warranties 5.5 and/or 13 (without restricting the aforesaid notice is given rights or ability of Macrovision to claim damages or indemnity from the Purchaser or the Purchaser otherwise becoming aware or Founder and on any basis available to it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of such breach) the alleged breach or rescission hereof.Founder shall on demand at the sole option of Macrovision 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating 7.7.1 pay to the Company the amount by which the Purchaser has knowledge whether actual value of any asset or constructive shall prejudice assets of the Company is or are less than or (as the case may be) the amount by which any claim made loss and/or liability or liabilities of the Company is or are greater than would have been the case if there had been no breach of the Warranties; or 7.7.2 pay to Macrovision the amount by which the Purchaser under aggregate value of Macrovision's shares then in issue is less than would have been the Warranties or operate to reduce any amount recoverable.case if there had been no breach of the Warranties 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in In the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of the Purchaser's rights notwithstanding that such rights may have been arisen or known to the Purchaser before Completion. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given (other than Warranties 5.5 and/or 13) the Company and/or the Founder shall on demand pay to Macrovision the amount by which the aggregate value of Macrovision's shares then in issue is less than would have been the case if there had been no breach of the Warranties and shall further on demand fully indemnify Macrovision and the Company against all costs charges expenses and other losses or liabilities which they would not have incurred or which would not have existed if there had been no such breach or claim or which are reasonably incurred by Macrovision or the Company or any of them in connection with any claim or enforcement of its or their rights arising in relation thereto and also against any additional liability to tax which may arise by reason of any payment under clause 7.8. 7.9 Each of the Investors hereby jointly and severally warrant to Macrovision that at Completion no claim or dispute has arisen under the Subscription and Shareholders Agreement dated 2 October 1996 entered into between (1) The Founder and others [*] ("the Subscription and Shareholders Agreement") and others which remains outstanding or unresolved including, without limitation, any claim under the representations and warranties set out in Schedules 5, 6 and 7 thereto and so far as the Investors are aware no such claim or dispute is pending or threatened. 7.10 The Founder undertakes within 3 weeks of Completion to prepare and submit to the Board a Business Plan setting out the Company's commercial and financial objectives and commitments during the following year in relation to all projects proposed to be undertaken by the Purchaser Company and including the facilities required, the members of staff involved and the estimated time and cost of completing each stage of the proposed Projects. 7.11 The Board shall have 21 days from the date of receipt of the draft Business Plan to review the same and shall give written notice to the Vendors shall specify (in reasonable detail) Company stating whether or not it accepts the matters which give rise draft Business Plan. If the Board notifies the Founder of any amendments or modifications to the breach, draft Business Plan in order for it to be accepted by the nature of Board the breach Founder shall re-submit the draft Business Plan to the Board containing such amendments or modifications for further review and an estimate of the amount claimed in respect thereof ;acceptance by it.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed Supplier represents and warrants to ESCATEC that the Products delivered are free from all defects in the Disclosure Letter, each materials and workmanship for a period of the Vendors hereby warrant, represent and undertake eighty four (84) months after ESCATEC’s acceptance of Products. All Products shall conform strictly to any Specifications which may have been provided to or furnished by ESCATEC. Supplier further warrants that it has good title to the Purchaser the Warranties Products free and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties clear of all liens and that the Purchaser may treat them as conditions of this Agreementencumbrances and will transfer such title to ESCATEC. 7.2 Save In the event of any breach of the Supplier’s warranty under Section 7.1, ESCATEC shall have the right to reject such Products and shall notify Supplier of such rejection provided however that the absence of any such notice by ESCATEC following a review, inspection or test shall not relieve the Supplier of its obligations hereunder. 7.3 Upon ESCATEC’s written notice of such rejection, ESCATEC shall inform Supplier which of the following options for rectification of the non-conformity or deficiency ESCATEC wishes, in its sole discretion, to pursue with such determination being binding on Supplier. ESCATEC may require Supplier to promptly perform at Supplier’s own cost (i) to re-work or make good the Products; (ii) to replace such defective Products as except in this Agreementmay be necessary to correct any such deficiencies, or (iii) to refund to ESCATEC the Vendors agree to indemnify and keep indemnified purchase price of the Purchaser (for itself and as trustee for the Company) against all losses, damages, non-conforming Products plus actual transportation costs, actionsinsurance premiums, proceedingsduties and taxes, claimsif any, demands paid thereon by ESCATEC in each of case (i) and (ii), to bring the provision of the Products up to the standard and Specification agreed by the Parties, and in each case until the applicable Products are determined satisfactory by ESCATEC. In the event of such replacement, re-working or making good all additional expenses shall be borne by Supplier. 7.4 Supplier must approve the return of rejected Products within two (2) working days upon receiving ESCATEC’s reject note. A replacement is expected within five (5) working days. If Supplier does not perform any necessary action within seven (7) working days ESCATEC reserves the right to order the goods from other sources and any additional costs and expenses suffered shall be borne by Supplier. In any such instance Supplier will be advised in writing by ESCATEC. 7.5 ESCATEC will issue a Corrective Action Request (CAR) to Supplier where defects are identified, Supplier shall provide a root cause analysis and corrective action response within five (5) working days or a mutually agreed time. 7.6 Unless otherwise specified all Products delivered shall conform to the shelf life in Appendix A. 7.7 Where the Supplier is not the manufacturer of the Products the Supplier shall, without limiting its other obligations, extend to ESCATEC the benefit of any warranty or other terms given by the Purchaser or manufacturer. 7.8 In the Company or its subsidiaries event of any product liability claims on ESCATEC relating to the Products where such claims arise as a result of non-conforming Products, the Supplier shall be liable for and shall indemnify, defend and hold harmless ESCATEC and its Customer from and against all losses incurred or in connection with any breach suffered by them as a result, including the recall of any of a product incorporating the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake Product to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser extent such sum as shall represent the diminution in the value of the Sale Shares recall arises as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sumthe non-conformance of the Products. 7.9 The Purchaser may take action for any breach or non-fulfillment of any Any acceptance by ESCATEC of the same before Products, or after Completion and in the event of action taken after Completion. Completion any payment by ESCATEC shall not in any way constitute a waiver by ESCATEC of the Purchaser's its rights notwithstanding that to inspect such rights may have been arisen Products, or known to the Purchaser before Completionreject such Products. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unless: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered in full within one year. (b) the aggregate liability of the Vendors in respect of all breaches under the Warranties shall not exceed the amount of the Consideration; and (i) the Vendors shall not be liable for any breaches of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii); (ii) Any notice of a claim for any breach of the Warranties given by the Purchaser to the Vendors shall specify (in reasonable detail) the matters which give rise to the breach, the nature of the breach and an estimate of the amount claimed in respect thereof ;

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 7.1 Save as disclosed Subject to the terms of this Agreement, and in addition to the Disclosure Letter, each rights of the Vendors parties under Norwegian law, the Seller and the Purchaser respectively hereby warrant, give the representations and warranties set out in Appendix 2A and B and this article 7. 7.2 The Seller and the Purchaser represent that their respective Warranties are true and undertake accurate at the Effective Date and will be true and accurate at the Closing Date on the basis that such Warranties are repeated as of the Closing Date. 7.3 When a Warranty is subject to the Purchaser best of the Warranties Seller's knowledge and acknowledges that belief, such knowledge and belief shall comprise all actual information being known by the Seller, as well as any information they, when acting with due care and diligence, should have known or acquired. 7.4 Information relating to the Company or the Subsidiaries of which the Purchaser is entering has actual knowledge prior to Closing shall prejudice any claim by the Purchaser under the Warranties. The parties acknowledge that they have entered into this Agreement in reliance upon inter alia the Warranties. 7.5 The Seller undertakes to give to the Purchaser and its representatives both before and after Closing all such information and documentation relating to the Company and its Subsidiaries as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and observance of the Warranties. 7.6 The Seller shall procure that any company affiliated with the Seller or with Jakob Hatteland that currently purchases product from, or sells product to, the Group shall continue to trade with Group following the Closing and to regard the Group as preferred suppliers on the Warranties and same basis as at present provided that the Purchaser may treat them as conditions of this Agreementterms and prices offered by the Group continue to be competitive. The foregoing shall not apply to Jakob Hatteland Supply AS and the affiliated company Hattelco Holding AS. 7.2 Save as except in this Agreement(a) The Seller shall defend, indemnify and hold the Purchaser, the Vendors agree to indemnify Company and keep indemnified each of the Purchaser (for itself Subsidiaries, their respective successors and as trustee for the Company) assigns and each of their respective directors, officers, employees, agents and representatives harmless against and in respect of all claims, losses, damages, costs, actions, proceedings, claims, demands damages and expenses liabilities suffered by the Purchaser directly or the Company or its subsidiaries indirectly as a result of or in connection with any breach of any of the Warranties. 7.3 Each of the Warranties is without prejudice to each and every other Warranty. 7.4 The Vendors undertake to the Purchaser that it will forthwith notify the Purchaser in writing of any matter or thing which may arise or become known to them after the date of this Agreement and prior to Completion which is a breach of or inconsistent with any of the Warranties or other provisions contained in this Agreement. 7.5 In the event of the aforesaid notice is given to the Purchaser or the Purchaser otherwise becoming aware or it becoming apparent on or before Completion that any of the Warranties or any other term of this Agreement is incorrect or breached in any material respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors without prejudice to any rights it may have in respect of the alleged breach or rescission hereof. 7.6 The Warranties shall remain in full force and effect after and notwithstanding Completion. 7.7 The Warranties are given subject to the matters disclosed in the Disclosure Letter, no other information relating to the Company which the Purchaser has knowledge whether actual or constructive shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable. 7.8 It is agreed between the parties that (without limitation or prejudice to any rights accruing to the Purchaser pursuant to any of the provisions of this Agreement) in the event of there being discovered a breach of any Warranty which was not disclosed in the Disclosure Letter, any damages or compensation to which the Purchaser may be entitled may, if the Purchaser so elects, be calculated on the following basis, that is to say there shall be paid to the Purchaser such sum as shall represent the diminution in the value of the Sale Shares as a result of such breach, plus any and all expenses and costs, including without limitation attorney's fees and expenses, to enforce this provision and to collect such sum. 7.9 The Purchaser may take action for any breach or non-fulfillment of any of the same before or after Completion and in the event of action taken after Completion. Completion shall not in any way constitute a waiver of the Purchaser's rights notwithstanding that such rights may have been arisen or known to the Purchaser before Completion. 7.10 Notwithstanding anything contained in this Clause 7 or any other provision of this Agreement: (a) no liability shall in any event arise in respect of any claim under the Warranties unlesswith: (i) the amount of a single claim exceeds HK$100,000; or (ii) the amount of a single claim (when aggregated with the amount of any other claim then or previously made hereunder against the Vendors) exceed HKD$100,000 in which event the whole of such claim and all previous claims shall be recovered liabilities for Taxes (as defined in full within one year. (b) the aggregate liability paragraph 22 of Appendix 2A), including, without limitation, transfer taxes, capital gains taxes, income taxes, registration taxes, stamp duties and value added taxes, arising in connection with or as a result of the Vendors transfer of Jakob Hatteland Logistics AS referred to in respect of all breaches under article 2.6 and the Warranties shall not exceed the amount transfer of the Consideration; and (i) the Vendors shall not be liable for any breaches apartment in Copenhagen referred to in paragraph 25 of the Warranties unless on or before 3 months from the date of this Agreement, the Purchaser shall have given written notice to that Vendors of any claim, such notice to comply with the provisions of Clause 7.10 (c) (ii)Appendix 2A; (ii) Any notice any and all losses, damages, liabilities or costs resulting directly or indirectly from or related to any of a the employment matters referred to in article 5; (iii) any and all losses, damages or costs resulting from any and all: (A) misrepresentations or breaches of warranty, agreement or undertaking hereunder on the part of the Seller; and (B) failures by the Seller to perform or otherwise fulfill any undertaking or other agreement or obligation contemplated hereunder (except as otherwise agreed); (iv) any and all losses, damages or costs resulting from matters relating to hazardous waste, pollution or any other cause of environmental harm in existence or resulting from acts, omissions or circumstances on or before the Closing Date or caused by the action or inaction of the Seller, the Company or any Subsidiary on or before the Closing Date; (v) any and all liabilities for Taxes relating to the Company or any Subsidiary for any period ending on or prior to 31 December 1999, or which arises in whole or in part in respect of, or in consequence of, any acts, omissions or transactions occurring or entered into on or before 31 December 1999 (except to the extent provided for in the audited consolidated balance sheet of the Group as of 31 December 1999); and (vi) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, related to any of the foregoing or such indemnification; (b) In the event that the claim for any breach indemnification under article 7.7(a) is capable of being satisfied in the alternative by indemnifying the Purchaser or by indemnifying the Company or one of the Warranties given Subsidiaries, the Purchaser shall choose the party to be indemnified. (c) The indemnification obligations of the Seller under article 7.7(a)(iii) for breaches of representations and warranties (other than the representations and warranties contained in paragraphs 11 and 22 of Appendix 2A) (i) shall accrue only if the aggregate of all losses, damages, deficiencies, liabilities and any other amounts for which indemnification is sought by the Purchaser Purchaser, the Company and the Subsidiaries pursuant to article 7.7(a)(iii) in respect of such representations and warranties shall have first exceeded NOK one (1) million, in which case such indemnification obligation shall apply to the Vendors entire amount and (ii) shall specify be limited to an amount (the "Indemnification Limit") equal to NOK 420 million in reasonable detail) the matters which give rise to aggregate on the breach, Closing Date and as thereafter decreased in accordance with the nature next sentence. The Indemnification Limit shall be decreased each month following the Closing Date by NOK 28 million until the Indemnification Limit is NOK 100 million. The Indemnification Limit shall remain NOK 100 million until the end of the breach and an estimate of the amount claimed in respect thereof ;Warranty Period.