1

1.1

WARRANTIES
Accuracy of Warranties
The Vendor warrants and represents to the Purchaser and its successors that the
Warranties are true and accurate in all respects.

1.2

Reliance
The Vendor acknowledges that the Purchaser has entered into this Agreement in
reliance upon (inter alia) the Warranties and that liability under the Warranties is only
limited as specifically provided in this Agreement.
1.3

Warranties

The Vendor hereby warrants and represents to the Purchaser that:

1.3.1

it has full power and authority to enter into and perform his obligations
under this Agreement and that this Agreement will when executed
constitute valid and binding obligations on the Vendor, in accordance with
its terms;

1.3.2

the Vendor is entitled to sell and transfer to the Purchaser the full legal
ownership of the Shares on the terms of this Agreement without the
consent of any third party;

1.3.3

the execution, delivery and performance by the Vendor of this Agreement,

the compliance by the Vendor with all of the provisions hereof and the
consummation by the Vendor of the transaction contemplated hereby will
not require the Vendor to obtain any consent, approval, authorization or
other order of, or to make any filing or registration with or notification to,
any governmental authority;

1.3.4

the execution and delivery by the Vendor of this Agreement and the
consummation by the Vendor of the transactions contemplated hereunder
do not and will not, with or without the giving of notice or the lapse of time
or both, (i) violate any applicable law or any judgment applicable to the
Vendor or the Company, (ii) conflict with or violate the articles of
incorporation or by-laws, in each case as currently in effect, of any of the
Vendor or the Company, or (iii) result in a violation or breach of, conflict
with, constitute a default under, or give rise to any right of termination,
cancellation or acceleration of any permit or any obligation of any person,
or result in the creation of any Encumbrance upon any of the properties or
assets of the Company under any of the terms, conditions or provisions of
any covenant, agreement or understanding to which the Vendor or the
Company is a party or by which the properties or assets of the Company
are bound;

1.3.5

the Vendor is the lawful, sole and exclusive owner, beneficially and of
record, of the Shares in the proportions set forth in this Agreement, free

and clear of any Encumbrances. At the closing, the Purchaser will receive
good, valid and marketable title to the Shares, free and clear of all
Encumbrances.
1.3.6

1.4

no person has the right (whether exercisable now or in the future and
whether contingent or not) to call for the allotment, issue, sale or transfer
of the Quota under any option or other agreement (including conversion
rights and rights of pre-emption) and there are no Encumbrances on the
Quota;

Payments under Warranties

Any amount payable under this Agreement pursuant to a breach of Warranty shall be
deemed to be a reduction of the Purchase Price.

1.5

Further Assurances

1.1

1.5.1

The Vendor shall take all necessary steps and co-operate fully with the
Purchaser to ensure that it obtains the full benefit of the Shares and shall
execute such documents and take such other steps (or procure other
necessary parties to take such steps) as are necessary or appropriate for
vesting in the Purchaser all its rights and interests in the Shares and the
full benefit of this Agreement.

1.5.2

The Vendor shall assist the Purchaser with the timely filing of, and provide
any information reasonably necessary in connection with the proper
preparation of, any filings, notices, approvals, authorizations or consents to
or from any governmental authority required to be made or obtained in
connection with the transactions contemplated hereby.

1.5.3

Without further consideration, within a reasonable period of time after the

Closing, as and when requested by any party, each party shall execute
and deliver, or cause to be executed and delivered, to the other party all
such documents and instruments, and shall take, or cause to be taken, all
such other actions, as the first party may reasonably deem necessary or
desirable to evidence the consummation of the transactions contemplated
by this Agreement and carry out any post-closing matters provided for
hereunder.

Preservation of the effectiveness of the representations and warranties

Without prejudice to the other provisions of this Agreement, the representations and
warranties made by the Parties in this Agreement shall remain in full force and effect
after the execution of this Agreement until the expiry of three years from the date of
this Agreement. Any claims in relation to the representations and warranties must be
submitted in writing in accordance with the provisions of this Agreement, within this
deadline, except for the representations and warranties as to tax and social security

matters which shall remain in force up to six month after the expiry of the applicable
statute of limitations.
1.2

Indemnity by the Sellers

(a)

In the event of successful transfer of title to the Sale Quota to the Purchaser,
without prejudice to any other remedy available to the Purchaser or its ability to claim
damages on any other basis which is available to it by reason of any of the Warranted
Statements being untrue, inaccurate or misleading, the Sellers and the Ultimate
Owners shall be jointly and severally liable for and shall within the deadline set out in
clause 1.1, at the instruction of the Purchaser, jointly and severally pay to the
Purchaser or the Company an amount equal to all Losses (including legal and other
professional fees and costs, a reasonable amount in respect of management time and
consequential losses whether directly or indirectly arising) incurred or suffered by the
Purchaser or the Company due to:
(i)

any of the Warranted Statements being untrue, inaccurate or

misleading;

(ii)

a breach by the Sellers or the Ultimate Owners of any of its

obligations under this Agreement, if the breach has not been subsequently
remedied by the Sellers or the Ultimate Owners;

(iii)

any proceedings, inquiries, litigations and/or claims, of whatever

nature, originated by whomsoever and on whatever grounds, relating to facts
having their origin before the date of this Agreement, including where such
proceedings, inquiries, litigations and/or claims have been disclosed to the
Purchaser following the date hereof.

(b)

The indemnity due by the Sellers or the Ultimate Owners must be paid within
thirty (30) days following receipt of the correspondence sent by the Purchaser to
notify the amount of the indemnity due. Any indemnity due and not paid in the aforementioned timescale will automatically carry interest, without further formality or
notice to pay, at the legal interest rate in force at the final date for payment.

(c)

The Purchaser may set off any claim due under this clause 1.2 from the
Sellers and/or the Ultimate Owners against the payment obligations of the Purchaser
to the Sellers and/or the Ultimate Owners.

1.3

Change in Laws
Neither Party shall be liable in relation to damages or costs which have arisen in
relation to a transaction, procedure or omission which has occurred solely as a result
of a change in Laws after the date of this Agreement, including a change in Laws with
retrospective effect.

1.4

Rights cumulative
The rights of each Party under this agreement:
(a)

may be exercised as often as necessary;

1.5

(b)

except as otherwise expressly provided in this Agreement, are cumulative and

not exclusive of rights and remedies provided by Law; and

(c)

may be waived only in writing and specifically.

Costs
Unless this Agreement expressly provides otherwise, each Party shall pay all its costs
which have arisen on its own side in connection with the entry into and the
performance of this Agreement.