Common use of Representations and Warranties by the Vendor Clause in Contracts

Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to: (a) any exception expressly provided for under the terms of this Agreement or disclosed in the Disclosure Letter, which will constitute exceptions, qualifications and limitations to the representations and warranties and obligations of indemnity of the Vendor. The Vendor shall not be liable in any way for any breach, non-fulfilment or inconsistency with any representation or warranty provided by it if such breach, non-fulfilment or inconsistency arises from a fact, circumstance or matter that has been disclosed or otherwise specified in the Disclosure Letter; and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser after the date hereof. 7.2 If prior to the Completion Date, it shall be found that any of the representations or warranties on the part of the Vendor as set out herein or as disclosed in the Disclosure Letter, has not in all respects been carried out or complied with or is otherwise unfulfilled, untrue or incorrect in any respect, the Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement, if the Vendor fails to remedy the same within fourteen (14) Business Days of receiving written notice from the Purchaser informing the Vendor of the breach. 7.3 The rights and remedies of the Purchaser in respect of any breach of the representations and warranties on the part of the Vendor as set out herein shall not be affected by the Completion of the sale and purchase of the Sale Shares, by the Purchaser rescinding or failing to rescind this Agreement or failing to exercise or delay in exercising any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise of the Purchaser’s full rights or remedies at law or in equity.

Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser Purchasers in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that and the Updated Disclosure Letter, such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to: (a) any exception expressly provided for under the terms of this Agreement or disclosed in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be), which will whereby the contents of the Disclosure Letter or the Updated Disclosure Letter (as the case may be), constitute exceptions, qualifications and limitations to the representations and warranties and obligations of indemnity of the Vendor. The Vendor shall not be liable in any way for any breach, non-fulfilment or inconsistency with any representation or warranty provided by it if such breach, non-fulfilment or inconsistency arises from a fact, circumstance or matter that has been disclosed or otherwise specified in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be); and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser Purchasers after the date hereof. 7.2 If prior to the Completion Date, it shall be found that any of the representations or warranties on the part of the Vendor as set out herein or as disclosed in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be), has not in all respects been carried out or complied with or is otherwise unfulfilled, untrue or incorrect in any respect, the Purchaser Purchasers shall be entitled by notice in writing to the Vendor to terminate this Agreement, if the Vendor fails to remedy the same within fourteen (14) Business Days of receiving written notice from the Purchaser Purchasers informing the Vendor of the breach. 7.3 The rights and remedies of the Purchaser Purchasers in respect of any breach of the representations and warranties on the part of the Vendor as set out herein shall not be affected by the Completion of the sale and purchase of the Sale Shares, by the Purchaser Purchasers rescinding or failing to rescind this Agreement or failing to exercise or delay in exercising any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial 12Next Page exercise of any right or remedy shall preclude any further or other exercise of the Purchaser’s Purchasers' full rights or remedies at law or in equity.

Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to: (a) any exception expressly provided for under the terms of this Agreement or disclosed in the Disclosure Letter, which will constitute exceptions, qualifications and limitations to the representations and warranties and obligations of indemnity of the Vendor. The Vendor shall not be liable in any way for any breach, non-fulfilment or inconsistency with any representation or warranty provided by it if such breach, non-fulfilment or inconsistency arises from a fact, circumstance or matter that has been disclosed or otherwise specified in the Disclosure Letter; and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser after the date hereof. 7.2 If prior to the Completion Date, it shall be found that any of the representations or warranties on the part of the Vendor as set out herein or as disclosed in the Disclosure Letter, has not in all respects been carried out or complied with or is otherwise unfulfilled, untrue or incorrect in any respect, the Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement, if the Vendor fails to remedy the same within fourteen (14) Business Days of receiving written notice from the Purchaser informing the Vendor of the breach. 7.3 The rights and remedies of the Purchaser in respect of any breach of the representations and warranties on the part of the Vendor as set out herein shall not be affected by the Completion of the sale and purchase of the Sale Shares, by the Purchaser rescinding or failing to rescind this Agreement or failing to exercise or delay in exercising any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise of the Purchaser’s full rights or remedies at law or in equity.. Sale and Purchase Agreement Vsource (Malaysia) Sdn Bhd Eastern Polar Sdn Bhd Execution Copy

Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that and the Updated Disclosure Letter, such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to: (a) any exception expressly provided for under the terms of this Agreement or disclosed in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be), which will whereby the contents of the Disclosure Letter or the Updated Disclosure Letter (as the case may be), constitute exceptions, qualifications and limitations to the representations and warranties and obligations of indemnity of the Vendor. The Vendor shall not be liable in any way for any breach, non-fulfilment or inconsistency with any representation or warranty provided by it if such breach, non-fulfilment or inconsistency arises from a fact, circumstance or matter that has been disclosed or otherwise specified in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be); and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser after the date hereof. 7.2 If prior to the Completion Date, it shall be found that any of the representations or warranties on the part of the Vendor as set out herein or as disclosed in the Disclosure LetterLetter or the Updated Disclosure Letter (as the case may be), has not in all respects been carried out or 16NEXT PAGE complied with or is otherwise unfulfilled, untrue or incorrect in any respect, the Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement, if the Vendor fails to remedy the same within fourteen (14) Business Days of receiving written notice from the Purchaser informing the Vendor of the breach. 7.3 The rights and remedies of the Purchaser in respect of any breach of the representations and warranties on the part of the Vendor as set out herein shall not be affected by the Completion of the sale and purchase of the Sale Shares, by the Purchaser rescinding or failing to rescind this Agreement or failing to exercise or delay in exercising any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise of the Purchaser’s 's full rights or remedies at law or in equity.