Common use of The Warranties Clause in Contracts

The Warranties. 10.1 Subject to Clause 12: (a) each of the Sellers warrants to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller as at the date of this Agreement; and (b) immediately prior to Completion, each of the Sellers shall be deemed to warrant to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time. 10.2 The Buyer warrants to each of the Sellers that each of the Buyer’s Warranties is true and accurate at the date of this Agreement and, immediately prior to Completion, the Buyer shall be deemed to warrant to each of the Sellers that each of the Buyer’s Warranties is true and accurate by reference to the facts and circumstances subsisting at that time. 10.3 During the period beginning on the execution of this Agreement and ending on the Completion Date: (a) each Seller shall disclose to the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Buyer to accurately assess the situation, of any matter or circumstance which becomes known to such Seller which will make any Sellers’ Fundamental Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty; and (b) the Buyer shall disclose to the Sellers in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty. 10.4 Each of the paragraphs in Schedule 4 shall be construed as a separate and independent Warranty and the Buyer shall have a separate claim and right of action in respect of every breach of a Sellers’ Fundamental Warranty (provided that there shall be no double recovery in respect of the same loss).

The Warranties. 10.1 Subject to Clause 12: (a) each of (i) the Sellers warrants to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller as at the date of this Agreement and (ii) Metacomet and Howden warrants to the Buyer on a several basis (in each case in respect of itself only) that the Additional Warranty is true and accurate in respect of that Seller as at the date of this Agreement; and (b) immediately prior to Completion, each of (i) the Sellers shall be deemed to warrant to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time and (ii) Metacomet and Howden shall be deemed to warrant to the Buyer on a several basis (in each case in respect of itself only) that the Additional Warranty is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time. 10.2 The Buyer warrants to each of the Sellers that each of the Buyer’s Warranties is true and accurate at the date of this Agreement and, immediately prior to Completion, the Buyer shall be deemed to warrant to each of the Sellers that each of the Buyer’s Warranties is true and accurate by reference to the facts and circumstances subsisting at that time. 10.3 During the period beginning on the execution of this Agreement and ending on the Completion Date: (a) each Seller shall disclose to the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Buyer to accurately assess the situation, of any matter or circumstance which becomes known to such Seller which will make any Sellers’ Fundamental Warranty or Additional Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty or Additional Warranty; and (b) the Buyer shall disclose to the Sellers in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty. 10.4 Each of the paragraphs in Schedule 4 3 shall be construed as a separate and independent Warranty and the Buyer shall have a separate claim and right of action in respect of every breach of a Sellers’ Fundamental Warranty or Additional Warranty (provided that there shall be no double recovery in respect of the same loss). 10.5 The Sellers’ Warranties, the Additional Warranty and the Buyer’s Warranties shall not in any respect be extinguished or affected by Completion. 10.6 The Buyer acknowledges that save as set out in this Agreement, no other warranties or representations of any kind are given by or on behalf of the Sellers. 10.7 The Seller acknowledges that save as set out in this Agreement, no other warranties or representations of any kind are given by or on behalf of the Buyer.

The Warranties. 10.1 Subject to Clause 12: (a) each of the Sellers 7.1 The Seller warrants to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Seller’s Warranties is true and accurate in respect of that Seller as at the date of this Agreement; and (b) immediately prior to Completion, each of the Sellers shall be deemed to warrant to . The Seller acknowledges that the Buyer is entering into this Agreement in reliance on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that timeSeller’s Warranties. 10.2 7.2 The Buyer warrants to each of the Sellers Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement. The Buyer acknowledges that the Seller is entering into this Agreement andin reliance on the Buyer’s Warranties. 7.3 The Seller’s Warranties are qualified by those matters disclosed in the Disclosure Letter. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter. 7.4 The Seller’s Warranties are further qualified by, immediately prior to Completion, and the Buyer is deemed to have knowledge of, any information contained in the Data Room, an index of which is annexed to the Disclosure Letter. 7.5 In each Seller’s Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression, such statement shall be deemed to warrant to each of the Sellers that each of the Buyer’s Warranties is true and accurate by reference refer to the facts actual knowledge or awareness (having made due and circumstances subsisting at that timecareful enquiry) of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇. 10.3 During the period beginning on the execution of this Agreement and ending on the Completion Date: (a) each Seller shall disclose to the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Buyer to accurately assess the situation, of any matter or circumstance which becomes known to such Seller which will make any Sellers’ Fundamental Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty; and (b) the Buyer shall disclose to the Sellers in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty. 10.4 7.6 Each of the paragraphs in Schedule 4 2: 7.6.1 shall be construed as a separate and independent Warranty Warranty; and 7.6.2 unless expressly provided in this Agreement shall not be limited by reference to any other paragraph in Schedule 2 or by any other provision of this Agreement, and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of every breach of a Sellers’ Fundamental Warranty (provided that there Warranty. 7.7 The Warranties shall not in any respect be no double recovery extinguished or affected by Completion. 7.8 The Buyer shall not be entitled to make a Relevant Claim after Completion where the matter giving rise to the Relevant Claim was known to the Buyer and/or any of its advisers and/or any of its agents before the date of this Agreement. 7.9 Save for the Seller’s Warranties contained in respect paragraph 14 of Part A of Schedule 2 none of the same lossSeller’s Warranties shall extend to, or be construed as a warranty or representation relating to, Taxation (such matters being the subject of the Seller’s Warranties contained only in paragraph 14 of Part A of Schedule 2).

The Warranties. 10.1 Subject 8.1. Save and except to Clause 12: (a) each the extent of the Sellers warrants disclosures set out in the Disclosure Letter and/or the Updated Disclosure Letter, the Seller and the Founders jointly and severally represent, warrant and undertake to the Buyer, in terms of the Seller Warranties as contained in Part A of Schedule XI (The Warranties) (“Seller Warranties”). 8.2. The Buyer represents, warrants and undertakes to the Seller, in terms of the Buyer Warranties as contained in Part B of Schedule XI (The Warranties) (“Buyer Warranties”). 8.3. The Company and the Founders, jointly and severally, represents, warrants and undertakes to the Buyer, in terms of the Company Warranties as contained in Part C of Schedule XI (The Warranties) (“Company Warranties”). 8.4. Each Party undertakes to notify the other Parties, in writing, promptly, if it becomes aware of any fact, matter or circumstance (whether existing on or before the Effective Date or arising afterwards) which would cause any of its Warranties to become untrue, inaccurate or misleading in any respect. 8.5. Notwithstanding anything contained herein, it is clarified that the conduct of a several basis (due diligence by the Buyer shall not in any manner dilute, limit or qualify the Seller Warranties and Company Warranties in pursuance of this Agreement. 8.6. It is hereby expressly clarified between the Parties that to the extent that a Sellers’ Fundamental Warranty relates specific disclosure has been made in the Disclosure Letter and/or the Updated Disclosure Letter against the relevant and specific Seller Warranties, such fact or events shall not constitute a breach of such Warranties. It is hereby further clarified that the Seller, the Founders and the Company shall have the right to a Seller or its holding of Sale Sharessubmit the Updated Disclosure Letter to the Buyer, along with the CP Completion Certificate, which shall contain specific disclosures only for any developments that have occurred during the period between the Effective Date and Closing Date, in respect of itself or the form and subject to its own such holding only) that each content being acceptable to the Buyer. 8.7. Each of the Sellers’ Fundamental Warranties is true warrantors shall not take or omit to take any action which would render the Warranties, covenants and accurate undertakings of such Party under this Agreement invalid or untrue in respect of that Seller as at any respect. 8.8. Notwithstanding anything to the date of contrary contained in this Agreement, the Parties agree that for the purposes of the Transaction Documents and the transactions contemplated in this Agreement, there shall be no presumption of actual, implied or constructive knowledge imputed to the Buyer or any of their agents, representatives, officers, employees or advisers (as the case may be) whether arising out of a due diligence, inspection or investigation exercise conducted by the Buyer on the Company or otherwise and the Buyer shall be entitled to completely rely on the Seller Warranties and Company Warranties, save and except to the extent of the disclosures set out in the Disclosure Letter and the Updated Disclosure Letter. 8.9. No information about the Company of which the Buyer or any of their agents, representatives, officers, employees or advisers (as the case may be) have any knowledge, and no investigation by or on behalf of the Buyer will prejudice any claim made by the Buyer under the Seller Warranties and Company Warranties save and except to the extent of the disclosures set out in the Disclosure Letter and the Updated Disclosure Letter. 8.10. Notwithstanding anything to the contrary, nothing contained in the Disclosure Letter or the Updated Disclosure Letter shall apply as a qualification to: (a) any Specific Indemnity Matter; and or (b) immediately prior to Completionany claim arising from breach, each misrepresentation or inaccuracy of the Sellers any Fundamental Warranties. 8.11. The Warranties shall be deemed to warrant be repeated on the Closing Date as if they were made on and as of such date and as if all references therein to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time. 10.2 The Buyer warrants to each of the Sellers that each of the Buyer’s Warranties is true and accurate at the date of this Agreement and, immediately prior were references to Completion, the Closing Date. 8.12. Each of the Founders and the Company shall give the Buyer shall be deemed to warrant to each prompt notice of any event, condition or circumstance occurring on and from the Execution Date that would constitute a violation or breach of any of the Sellers Warranties as of any date from the Execution Date till the Closing Date or that each would constitute a violation or breach of any terms and conditions contained in this Agreement. This shall not however prejudice the Buyer’s Warranties is true and accurate by reference to the facts and circumstances subsisting at that time. 10.3 During the period beginning on the execution right of this Agreement and ending on the Completion Date: (a) each Seller shall disclose to the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Buyer to accurately assess the situation, of any matter or circumstance which becomes known terminate this Agreement pursuant to such Seller which will make any Sellers’ Fundamental Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty; and (b) the Buyer shall disclose to the Sellers in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty11 below. 10.4 8.13. Each of the paragraphs in Schedule 4 representations and Warranties shall be construed as a separate representation, Warranty, covenant or undertaking, as the case may be, and independent shall not be limited by the terms of any other representation or Warranty or by any other term of this Agreement, save and except to the extent of the disclosures set out in the Disclosure Letter and the Buyer shall have a separate claim and right of action in respect of every breach of a Sellers’ Fundamental Warranty (provided that there Updated Disclosure Letter. 8.14. No representation or Warranties shall be no double recovery in respect of deemed to qualify any other representation or warranty. Each Party agrees that such representations and Warranties have constituted a material inducement to the same loss)other Parties to enter into this Agreement.

The Warranties. 10.1 Subject to Clause 12: (a) each of the Sellers 8.1 The Seller warrants to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Seller’s Warranties is true and accurate in respect of that Seller as at the date of this Agreement; and (b) immediately prior to Completion, each of the Sellers shall be deemed to warrant to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time. 10.2 8.2 The Buyer warrants to each of the Sellers Seller that each of the Buyer’s Warranties is true and accurate as at the date of this Agreement and, immediately prior Agreement. 8.3 The Guarantor warrants to Completion, the Buyer shall be deemed to warrant to each of the Sellers Seller that each of the BuyerGuarantor’s Warranties is true and accurate by reference to as at the facts and circumstances subsisting at that timedate of this Agreement. 10.3 During 8.4 The Seller’s Warranties (other than the period beginning on the execution of Title and Capacity Warranties) are qualified by those matters fairly disclosed in this Agreement and ending on in the Completion Date: (a) each Seller shall disclose Disclosure Letter and for this purpose fairly disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer, having received the assistance, information and advice received by the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (relation to the extent then availableGroup Companies, to make an informed and accurate assessment of the matter concerned. No warranty or representation is given as to the accuracy or completeness of any statements (including any statements of opinion) to enable contained in the Disclosure Letter. 8.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to accurately assess have knowledge of the situationdocuments and information contained in the Data Room details of which are set out in the Data Room Index. 8.6 In each Seller’s Warranty, of where any matter statement is qualified as being made “so far as the Seller is aware” or circumstance which becomes known any similar expression, such statement shall be deemed to such Seller which will make any Sellers’ Fundamental Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty; and (b) the Buyer shall disclose refer to the Sellers in writing as soon as reasonably practicable (actual knowledge or awareness of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty▇▇▇▇▇ ▇▇▇. 10.4 8.7 Each of the paragraphs in Part A of Schedule 4 2 shall be construed as a separate and independent Warranty and the Buyer or the Seller (as the case may be) shall have a separate claim and right of action in respect of every each breach of a Sellers’ Fundamental Warranty Warranty. 8.8 The only Seller’s Warranties given: (provided that there a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 16 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 12 and 13 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; (c) in respect of Taxation are those contained in paragraph 19 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Taxation; and (d) in respect of regulatory compliance are those contained in paragraph 8 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 8.9 The Buyer acknowledges that the Seller’s Warranties, and the warranties given by clause 3.1 are the only warranties, representations or other assurances of any kind given by or on behalf of the Seller. 8.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 8.9, no double recovery other statement, promise or forecast made by or on behalf of the Seller may form the basis of, or be pleaded in connection with, any claim against the Seller and, without prejudice to the provisions of clause 14 (Entire Agreement), the Buyer acknowledges and agrees, that the Seller makes no representation or warranty as to: (a) any projections, estimates, budgets, statements of intent or statements of opinion delivered to or made available to the Buyer or any of its directors, officers, employees, agents or advisers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Group Companies; or (b) any other information or documents made available to the Buyer or any of its directors, officers, employees, agents or advisers with respect to the Seller or the Group Companies or any of their businesses, assets, liabilities or operations, on or prior to the date of this Agreement, including in the documents provided in the Data Room. 8.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall be construed as a representation or warranty as to any judgement based on actuarial principles, practices or analyses by whomsoever made or as to the future fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing: (a) the Buyer acknowledges and agrees with the Seller that the Buyer is responsible for assessing the adequacy of the liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Group Companies, as far as applicable, in respect of the same lossinsurance business of the Group (the Reserves); (b) no representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the adequacy of the amount of the Reserves or as to the value in force of any of the policies comprised within the insurance business of the Group (whether as represented in the Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the Share Purchase Documents, no provision of any such document shall be construed as constituting, directly or indirectly, such a representation or warranty and none of the Seller or any member of the Seller’s Group nor any of its or their officers, employees or advisers shall be under any liability to any member of the Buyer’s Group or any other person to the extent that (for whatever reason) that member of the Buyer’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’, assessment of the adequacy of the amount of the Reserves being in any way inaccurate. 8.12 The Buyer acknowledges and agrees that: (a) it is an informed and sophisticated person, and it or one of its Related Undertakings on its behalf has engaged expert advisors experienced in the evaluation and acquisition of companies such as the transaction as contemplated hereby; (b) it or one of its Related Undertakings on its behalf has conducted due diligence on the Group Companies and has been provided with, and has evaluated, such documents and information in the Data Room as it has deemed necessary to enable it to make an informed and rational decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby; (c) it or one of its Related Undertakings on its behalf has received all materials relating to the business of the Group Companies available in the Data Room and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty given by the Seller hereunder or to otherwise evaluate the merits of the transaction contemplated hereby; and (d) in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and other advisors. 8.13 The Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the following matters: (a) any matter which is fairly disclosed (as defined in clause 8.4) in this Agreement, in the Disclosure Letter or in the documents provided in the Data Room; (b) all matters which would be revealed by making a search in respect of the Group Companies on the date two Business Days before the date of this Agreement on the public file at: (i) Companies House in the UK; (ii) the Companies Court in the UK; and (iii) the Financial Services Register and the websites of the FCA and the PRA; and in the case of Group Companies incorporated in jurisdictions other than England and Wales, the equivalent registers and websites for that applicable jurisdiction; (c) all matters provided for or noted (to the extent of such provision or note) in the Accounts; and (d) all matters fairly disclosed (as defined in clause 8.4) in the Information Memorandum for the purpose of the proposed acquisition of the Sale Shares by the Buyer. 8.14 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Part A of Schedule 2 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 8.15 The Warranties shall not in any respect be extinguished or affected by Completion. 8.16 The Buyer shall not be entitled to make a claim in respect of the Seller’s Warranties (other than a claim in respect of the Title and Capacity Warranties) after Completion where the matter giving rise to such claim was known or ought reasonably to have been known to the Buyer and/or any of its advisers (being those advisers which have been engaged specifically in connection with the subject matter of this Agreement) before the date of this Agreement. 8.17 The Title and Capacity Warranties and those Seller’s Warranties set out in paragraph 18 (Insolvency) of Part A of Schedule 2 shall be deemed to be repeated immediately before Completion, with reference to those facts and circumstances then prevailing and for this purpose a reference in any of those Warranties to the date of this Agreement shall be construed as a reference to the Completion Date.