Common use of The Warranties Clause in Contracts

The Warranties. 6.1 The Company warrants to the Investor in the terms set out in Schedule 1. 6.2 The Company acknowledges that the Investor is entering into this agreement in reliance upon the Warranties. 6.3 Each Warranty is given in relation to either the Company or in relation to each Group Company as specified in Schedule 1. 6.4 The Warranties are given subject to all matters fairly disclosed in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company. 6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party. 6.7 The rights and remedies of the Investor in respect of any breach of the Warranties shall not be affected by Completion of the subscription of the Investor Shares, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure to rescind this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach. 6.8 The Company further warrants to the Investor that each of the Warranties will be fulfilled down to, and each of the Warranties shall be deemed to be repeated in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6. 6.9 The Company undertakes with the Investor to disclose forthwith in writing to the Investor any matter or thing which may arise after the date of this agreement and prior to Completion and which becomes known to the Company which would cause any of the Warranties to be untrue, incorrect or misleading in any material respect or in any of the contents of the Disclosure Letter to be untrue, incorrect or misleading in any material respect and such disclosure under this clause 6.9 shall be deemed to form part of the Disclosure Letter (unless the Investor rescinds under clause 6.10) and in the event that the Investor elects not to rescind under clause 6.10, the Investor shall not be entitled to claim for any breach of warranty in respect of any matter fairly disclosed pursuant to this clause 6.9. 6.10 If at any time before Completion: (a) it shall be found or disclosed pursuant to clause 6.9 that any of the Warranties is untrue, incorrect or misleading in any material respect the Investor shall be entitled (in addition to and without prejudice to any other right or remedy available to it, including any right to claim damages) to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT any failure to exercise this right followed by Completion shall constitute a waiver by the Investor of all rights which the Investor may have arising out of such matter under the Warranties or otherwise but shall not constitute a waiver of any other matter not so found or disclosed and which would give rise to a breach of Warranties; or (b) any event shall occur (other than an event which constitutes or gives rise to a breach of any of the Warranties) which affects or is likely to affect to a material degree the financial or trading position or prospects of the Group, the Investor shall be entitled to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT neither any such recission nor Completion shall give rise to any right to damages or compensation in favour of any party from another. 6.11 Save for claims for breach of Warranty which arise as a result of fraud or negligent conduct on the part of the Company: (a) no claim shall lie against the Company under the Warranties unless notice of the claim shall have been served on the Company no later than 2 years after the date of Completion except in respect of the Warranties in paragraph 8 of Schedule 1 (Taxation) in respect of which notice of claim shall have been served on the Company no later than 7 years from the date of Completion. In respect of claims notified in accordance with this sub-clause, they shall be deemed to have been waived by the Investor unless court proceedings in respect thereof have been issued and served on the Company within 6 months of the date of such notification; (b) subject to (d) below, no liability shall attach to the Company by reason of any single breach of the Warranties until the aggregate amount of claims thereunder exceeds L100,000 in value when the Investor shall be entitled to claim the whole amount and not merely the excess over that amount from the Company. (c) the aggregate liability of the Company for any breaches of the Warranties and liability arising under clause 6.13 below shall not exceed L8,500,000 during such period as the Warrant remains unexercised or L8,500,000 and any amount subscribed under the Warrant up to a maximum amount of L10,500,000; and (d) there shall be disregarded for all purposes any breach of this agreement unless the amount of damages to which the Investor would otherwise be entitled is an amount in excess of L5,000 for a claim for breach of the Warranties relating to any company incorporated within the UK and L25,000 for any breach of the Warranties relating to a company incorporated outside the UK. 6.12 The Investor shall not be entitled to make any claim under or pursuant to the Warranties in relation to: (a) any matter which was specifically reserved, provided for or noted in the Last Accounts or in the unaudited management accounts of the Company for periods ended prior to the date of this Agreement but since the Last Accounts Date; (b) any matter where the claim arises as a result of, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the date of this agreement, or any change in legislation with retrospective effect after the date of this agreement (including without limitation any increase in rates or scope or calculation of Taxation, new Taxation, or changes in legislation relating to Taxation with retrospective effect); (c) any claim which would not have arisen but for or as a direct consequence of a voluntary act or omission performed or allowed to occur by the Investor after Completion otherwise than in the ordinary course of business; and (d) any matter or thing done or omitted to be done on or after the date of this agreement at the request or with the approval of the Investor. 6.13 Subject to Clause 6.11 above the Company shall indemnify the Investor against all reasonable out of pocket costs and expenses (including reasonable legal expenses) incurred by the Investor in connection with any successful claim brought by the Investor for breach of Warranty 7 INVESTOR PROTECTION 7.1 The Company undertakes to the Investor (and the Existing Shareholders undertake to procure so far as they are able) that it will conduct its affairs in accordance with the provisions of the Articles and of this agreement. 7.2 The Company, and the Existing Shareholders shall use all reasonable endeavours to procure that all the Ordinary Shares arising from the exercise of the Warrants, the conversion of the Investor Shares and from any subsequent issue of any bonus shares arising under article 3(b) of the Articles are admitted to trading on the Alternative Investment Market and are admitted to listing or the equivalent or any other stock exchange or securities market on which all or any part of the Company's Ordinary Shares are for the time being listed or traded. For the avoidance of doubt the Company's and the Existing Shareholders', obligations under this Clause 7.2 shall include but shall not be limited to the preparation and filing of listing particulars (or equivalent documentation) as may be required by the Alternative Investment Market (or equivalent body in any jurisdiction where the Ordinary Shares are to be admitted to listing or trading).

The Warranties. 6.1 7.1 The Company Seller warrants to the Investor in Buyer that each of the terms set out in Schedule 1Seller’s Warranties is true and accurate as at the date of this Agreement. 6.2 7.2 The Company acknowledges Buyer warrants to the Seller that each of the Investor Buyer’s Warranties is entering into true and accurate as at the date of this agreement in reliance upon the WarrantiesAgreement. 6.3 Each Warranty 7.3 The Guarantor warrants to the Seller that each of the Guarantor’s Warranties is given in relation to either true and accurate as at the Company or in relation to each Group Company as specified in Schedule 1date of this Agreement. 6.4 7.4 The Seller’s Warranties (other than the Title and Capacity Warranties) are given subject to all qualified by those matters fairly disclosed in this Agreement and in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company. 6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 purpose fairly disclosed means disclosed in such manner and save for in such detail as to enable a reasonable buyer, having received the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the Company's awareness, knowledgeassistance, information or belief are deemed to be given and advice received by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries Buyer in relation to the subject matter of such Warranty Company, to make an informed and accurate assessment of the agents matter concerned. No warranty or advisers representation is given as to the accuracy or completeness of any statements (including any statements of opinion) contained in the Disclosure Letter. 7.5 The Seller’s Warranties other than the Title and Capacity Warranties are further qualified by and the Buyer is deemed to have knowledge of the Company documents and within the knowledge of any director of any Group Company incorporated information contained in the UK or Data Room details of any managing director of any Group Company incorporated other than which are set out in the UK, but not of any customer, supplier, agent, regulatory authority or other third partyData Room Index. 6.7 The rights and remedies 7.6 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 refer to the actual knowledge or awareness of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 7.7 Each of the Investor paragraphs in Part A of Schedule 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 any each breach of a Warranty. 7.8 The only Seller’s Warranties given: (a) in respect of Intellectual Property Rights and data protection are those contained in paragraph 14 of Part A of Schedule 2 and each of the other Seller’s Warranties shall be deemed not to be affected by Completion given in respect of Intellectual Property Rights; (b) in respect of employment or pension matters are those contained in paragraphs 11 and 12 of Part A of Schedule 2 and each of the subscription 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 17 of Part A of Schedule 2 and each of the Investor Shares, the grant 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 Warrantsother Seller’s Warranties shall be deemed not to be given in respect of regulatory compliance. 7.9 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 investigation kind given by or on behalf of the Seller. 7.10 Notwithstanding anything to the contrary set out in this Agreement but without prejudice to clause 7.9, no other statement, promise or forecast made by or on behalf of the Investor into Seller may form the affairs of basis of, or be pleaded in connection with, any claim against the GroupSeller and, by its rescinding or failure to rescind this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach. 6.8 The Company further warrants without prejudice to the Investor that each provisions of clause 13 (Entire Agreement), the Warranties will be fulfilled down toBuyer acknowledges and agrees, and each of the Warranties shall be deemed to be repeated in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6. 6.9 The Company undertakes with the Investor to disclose forthwith in writing to the Investor any matter or thing which may arise after the date of this agreement and prior to Completion and which becomes known to the Company which would cause any of the Warranties to be untrue, incorrect or misleading in any material respect or in any of the contents of the Disclosure Letter to be untrue, incorrect or misleading in any material respect and such disclosure under this clause 6.9 shall be deemed to form part of the Disclosure Letter (unless the Investor rescinds under clause 6.10) and in the event that the Investor elects not to rescind under clause 6.10, the Investor shall not be entitled to claim for any breach of Seller makes no representation or warranty in respect of any matter fairly disclosed pursuant to this clause 6.9. 6.10 If at any time before Completionas to: (a) it shall be found any projections, estimates, budgets, statements of intent or disclosed pursuant statements of opinion delivered to clause 6.9 that or made available to the Buyer or any of the Warranties is untrueits directors, incorrect officers, employees, agents or misleading in advisers of future revenues, future results of operations (or any material respect the Investor shall be entitled component thereof), future cash flows or future financial condition (in addition to and without prejudice to or any other right or remedy available to it, including any right to claim damagescomponent thereof) to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT any failure to exercise this right followed by Completion shall constitute a waiver by the Investor of all rights which the Investor may have arising out of such matter under the Warranties or otherwise but shall not constitute a waiver of any other matter not so found or disclosed and which would give rise to a breach of WarrantiesCompany; or (b) any event 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 Company 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. 7.11 None of the Seller’s Warranties nor any other provision of the Share Purchase Documents shall occur (other than an event which constitutes be construed as a representation or gives rise warranty as to a breach 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 Warranties) which affects or is likely to affect to a material degree the financial or trading position or prospects of the Group, the Investor shall be entitled to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT neither any such recission nor Completion shall give rise to any right to damages or compensation in favour of any party from another. 6.11 Save for claims for breach of Warranty which arise as a result of fraud or negligent conduct on the part of the Companyforegoing: (a) no claim shall lie against the Company under Buyer acknowledges and agrees with the Warranties unless notice Seller that the Buyer is responsible for assessing the adequacy of the claim shall liabilities, provisions for claims (whether in respect of reported claims or in respect of liabilities or claims which have been served on incurred but not reported), premiums, policy benefits, expenses and any other reserves of the Company no later than 2 years after the date of Completion except Company, as far as applicable, in respect of the Warranties in paragraph 8 insurance business of Schedule 1 (Taxation) in respect of which notice of claim shall have been served on the Company no later than 7 years from (the date of Completion. In respect of claims notified in accordance with this sub-clause, they shall be deemed to have been waived by the Investor unless court proceedings in respect thereof have been issued and served on the Company within 6 months of the date of such notificationReserves); (b) subject to (d) below, no liability shall attach representation or warranty is made by or on behalf of the Seller or any member of the Seller’s Group as to the Company by reason adequacy of the amount of the Reserves or as to the value in force of any single breach of the Warranties until policies comprised within the aggregate amount insurance business of claims thereunder exceeds L100,000 the Company (whether as represented in value when the Investor shall be entitled to claim the whole amount and not merely the excess over that amount from the Company.Accounts or otherwise); and (c) notwithstanding anything otherwise contained in the aggregate 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. 7.12 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 Company 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 Company for available in the Data Room and has been afforded the opportunity to obtain any breaches 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 Warranties and liability arising under clause 6.13 below shall not exceed L8,500,000 during such period as the Warrant remains unexercised or L8,500,000 and any amount subscribed under the Warrant up to a maximum amount of L10,500,000transaction contemplated hereby; and (d) there shall be disregarded for all purposes any breach in making the decision to consummate the transaction contemplated hereby, the Buyer has relied upon its or one of this agreement unless the amount of damages to which the Investor would otherwise be entitled is an amount in excess of L5,000 for a claim for breach of the Warranties relating to any company incorporated within the UK its Related Undertaking’s advisors, including but not limited to, its or their professional, legal, financial, tax and L25,000 for any breach of the Warranties relating to a company incorporated outside the UKother advisors. 6.12 7.13 The Investor shall not be entitled to make any claim under or pursuant Seller’s Warranties (other than the Title and Capacity Warranties) are subject to the Warranties in relation tofollowing matters: (a) any matter which was specifically reservedis fairly disclosed (as defined in clause 7.4) 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 Company on the date two Business Days before the date of this Agreement on the public file at the Bermuda Registrar of Companies and the Bermuda Supreme Court Registry: and (c) all matters provided for or noted (to the extent of such provision or note) in the Last Accounts or Accounts. 7.14 References in the unaudited management accounts 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 Company disclosures, all of which are made against the Seller’s Warranties (other than the Title and Capacity Warranties) as a whole. 7.15 The Warranties shall not in any respect be extinguished or affected by Completion. 7.16 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, but excluding (to the extent engaged by the Seller in connection with this Agreement) any adviser who is a member of, or who is otherwise associated with, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇) before the date of this Agreement. 7.17 The Title and Capacity Warranties and those Seller’s Warranties set out in paragraph 16 (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 periods ended prior this purpose a reference in any of those Warranties to the date of this Agreement but since the Last Accounts Date; (b) any matter where the claim arises shall be construed as a result of, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the date of this agreement, or any change in legislation with retrospective effect after the date of this agreement (including without limitation any increase in rates or scope or calculation of Taxation, new Taxation, or changes in legislation relating to Taxation with retrospective effect); (c) any claim which would not have arisen but for or as a direct consequence of a voluntary act or omission performed or allowed to occur by the Investor after Completion otherwise than in the ordinary course of business; and (d) any matter or thing done or omitted to be done on or after the date of this agreement at the request or with the approval of the Investor. 6.13 Subject to Clause 6.11 above the Company shall indemnify the Investor against all reasonable out of pocket costs and expenses (including reasonable legal expenses) incurred by the Investor in connection with any successful claim brought by the Investor for breach of Warranty 7 INVESTOR PROTECTION 7.1 The Company undertakes reference to the Investor (and the Existing Shareholders undertake to procure so far as they are able) that it will conduct its affairs in accordance with the provisions of the Articles and of this agreementCompletion Date. 7.2 The Company, and the Existing Shareholders shall use all reasonable endeavours to procure that all the Ordinary Shares arising from the exercise of the Warrants, the conversion of the Investor Shares and from any subsequent issue of any bonus shares arising under article 3(b) of the Articles are admitted to trading on the Alternative Investment Market and are admitted to listing or the equivalent or any other stock exchange or securities market on which all or any part of the Company's Ordinary Shares are for the time being listed or traded. For the avoidance of doubt the Company's and the Existing Shareholders', obligations under this Clause 7.2 shall include but shall not be limited to the preparation and filing of listing particulars (or equivalent documentation) as may be required by the Alternative Investment Market (or equivalent body in any jurisdiction where the Ordinary Shares are to be admitted to listing or trading).

The Warranties. 6.1 5.1 The Company warrants and the Existing Shareholders jointly and severally make the Warranties (as set out in Appendix 2) to the Investor and GSC or to any person to whom the benefit of the Warranties are assigned pursuant to this Agreement. Any disclosures made to the Investor by the Company and/or Existing Shareholders shall be of no force or effect unless made in the terms set out in Schedule 1writing. 6.2 5.2 The Company acknowledges company and the Existing Shareholders acknowledge that the Investor is and GSC are entering into this agreement Agreement in reliance upon the Warranties. The Investor and GSC may rescind this Agreement at any time prior to the Completion in the event of a material breach of any of the Warranties without thereby incurring any liability to any of the other parties and shall be entitled to avail itself to all remedies at law. 6.3 5.3 Each Warranty of the Warranties is given without prejudice to any of the other Warranties and no paragraph or sub-paragraph of Appendix 2 shall limit or govern the extent or application of any other paragraph or sub-paragraph. 5.4 Each of the Warranties shall be construed as a separate and independent warranty to the intent that the Investor and GSC shall have a separate right of action in relation to either respect of each breach of them. 5.5 The Warranties shall continue in full force after Completion. 5.6 Each Existing Shareholder waives any right which he may have against the Company or in relation to each Group Company as specified in Schedule 1. 6.4 The Warranties are given subject to all matters fairly disclosed in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company. 6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party. 6.7 The rights and remedies of the Investor otherwise in respect of any breach misrepresentations or inaccuracies in, or omission from, any information or advice supplied to them by officers or employees or agents of the Company to enable them to give the Warranties. 5.7 Where any statement in Appendix 2 is qualified by the expression "to the best of the knowledge, information and belief of " or "as far as... is aware" or any similar expression it shall be deemed to include an additional statement that it has been made after due and careful inquiry. 5.8 At the Subscription Date, the Existing Shareholders and the Company shall be deemed to have repeated the Warranties to the Investor , GSC and to any person to whom the benefit of the Warranties has been assigned pursuant to the terms of this Agreement with reference to the facts and circumstances then subsisting. 5.9 The Warranties and indemnities contained herein shall not be affected by Completion of the subscription of the Investor Shares, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure Company and notwithstanding the due diligence exercise carried out prior to rescind the signing of this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breachAgreement. 6.8 The Company further warrants 5.10 All disclosure made by the Existing Shareholders to the Investor that each of the Warranties will be fulfilled down to, Investors and each of the Warranties GSC pursuant hereto shall be deemed to be repeated made in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6writing. 6.9 5.11 The Existing Shareholders and the Company undertakes with shall indemnify and keep the Investor to disclose forthwith in writing to the Investor any matter or thing which may arise after the date of this agreement and prior to Completion and which becomes known to the Company which would cause any of the Warranties to be untrue, incorrect or misleading in any material respect or in any of the contents of the Disclosure Letter to be untrue, incorrect or misleading in any material respect and such disclosure under this clause 6.9 shall be deemed to form part of the Disclosure Letter (unless the Investor rescinds under clause 6.10) and in the event that the Investor elects not to rescind under clause 6.10, the Investor shall not be entitled to claim for any breach of warranty GSC indemnified in respect of any matter fairly disclosed pursuant to this clause 6.9. 6.10 If at any time before Completion: (a) it shall be found loss, damage, liability, claim, cost or disclosed pursuant to clause 6.9 that any of the Warranties is untrue, incorrect or misleading in any material respect the Investor shall be entitled (in addition to and without prejudice to any other right or remedy available to it, including any right to claim damages) to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT any failure to exercise this right followed by Completion shall constitute a waiver by the Investor of all rights expense which the Investor may have arising out of such matter under the Warranties incur, suffer or otherwise but shall not constitute sustain, whether directly or indirectly as a waiver result of any other matter not so found or disclosed and which would give rise to a breach of Warranties; or (b) any event shall occur (other than an event which constitutes or gives rise to a breach of any of the Warranties) which affects or is likely to affect to a material degree the financial or trading position or prospects of the Group, the Investor shall be entitled to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT neither any such recission nor Completion shall give rise to any right to damages or compensation in favour of any party from another. 6.11 Save for claims for breach of Warranty which arise as a result of fraud or negligent conduct on the part of the Company: (a) no claim shall lie against the Company under the Warranties unless notice of the claim shall have been served on the Company no later than 2 years after the date of Completion except in respect of the Warranties in paragraph 8 of Schedule 1 (Taxation) in respect of which notice of claim shall have been served on the Company no later than 7 years from the date of Completion. In respect of claims notified in accordance with this sub-clause, they shall be deemed to have been waived by the Investor unless court proceedings in respect thereof have been issued and served on the Company within 6 months of the date of such notification; (b) subject to (d) below, no liability shall attach to the Company by reason of any single breach of the Warranties until the aggregate amount of claims thereunder exceeds L100,000 in value when the Investor shall be entitled to claim the whole amount and not merely the excess over that amount from the Company. (c) the aggregate liability of the Company for any breaches of the Warranties and liability arising under clause 6.13 below shall not exceed L8,500,000 during such period as the Warrant remains unexercised or L8,500,000 and any amount subscribed under the Warrant up to a maximum amount of L10,500,000; and (d) there shall be disregarded for all purposes any breach of this agreement unless the amount of damages to which the Investor would otherwise be entitled is an amount in excess of L5,000 for a claim for breach of the Warranties relating to any company incorporated within the UK and L25,000 for any breach of the Warranties relating to a company incorporated outside the UK. 6.12 The Investor shall not be entitled to make any claim under or pursuant to the Warranties in relation to: (a) any matter which was specifically reserved, provided for or noted in the Last Accounts or in the unaudited management accounts of the Company for periods ended prior to the date of this Agreement but since the Last Accounts Date; (b) any matter where the claim arises as a result of, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the date of this agreement, or any change in legislation with retrospective effect after the date of this agreement (including without limitation any increase in rates or scope or calculation of Taxation, new Taxation, or changes in legislation relating to Taxation with retrospective effect); (c) any claim which would not have arisen but for or as a direct consequence of a voluntary act or omission performed or allowed to occur by the Investor after Completion otherwise than in the ordinary course of business; and (d) any matter or thing done or omitted to be done on or after the date of this agreement at the request or with the approval of the Investor. 6.13 Subject to Clause 6.11 above the Company shall indemnify the Investor against all reasonable out of pocket costs and expenses (including reasonable legal expenses) incurred by the Investor in connection with any successful claim brought by the Investor for breach of Warranty 7 INVESTOR PROTECTION 7.1 The Company undertakes to the Investor (and the Existing Shareholders undertake to procure so far as they are able) that it will conduct its affairs in accordance with the provisions of the Articles and of this agreement. 7.2 The Company, and the Existing Shareholders shall use all reasonable endeavours to procure that all the Ordinary Shares arising from the exercise of the Warrants, the conversion of the Investor Shares and from any subsequent issue of any bonus shares arising under article 3(b) of the Articles are admitted to trading on the Alternative Investment Market and are admitted to listing or the equivalent or any other stock exchange or securities market on which all or any part of the Company's Ordinary Shares are for the time being listed or traded. For the avoidance of doubt the Company's and the Existing Shareholders', obligations under this Clause 7.2 shall include but shall not be limited to the preparation and filing of listing particulars (or equivalent documentation) as may be required by the Alternative Investment Market (or equivalent body in any jurisdiction where the Ordinary Shares are to be admitted to listing or trading).

The Warranties. 6.1 5.01 The Company Vendor hereby represents, warrants and undertakes to the Investor Purchasers in the terms set out in Schedule 12 and the Vendor represents and warrants to the Purchasers that the Warranties are true and correct as at the date hereof and will be true and accurate on Completion with reference to the facts and circumstances then existing. 6.2 5.02 The Company Vendor hereby acknowledges that the Investor is Purchasers are entering into this agreement Agreement in reliance upon each of the Warranties notwithstanding any investigations which the Purchasers, the Purchasers' accountants or any of their respective directors, officers, employees, agents or advisors may have made and undertake to indemnify and keep fully indemnified the Purchasers against any costs (including all legal costs), expenses, loss or liability suffered by the Purchasers as a result of or in connection with any material inaccuracy or breach of any of the Warranties. 6.3 Each Warranty is given in relation to either the Company or in relation to each Group Company as specified in Schedule 1. 6.4 The Warranties are given subject to all matters fairly disclosed in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to This indemnity shall be without prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company. 6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1. 6.6 All Warranties which are expressed to relate to the Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party. 6.7 The rights and remedies of the Investor Purchasers and their assigns in relation to any such breach of Warranties and such rights and remedies are hereby expressly reserved. 5.03 The Warranties shall be deemed to be repeated on Completion and survive Completion and the rights and remedies of the Purchasers in respect of any breach of the Warranties shall not be affected by Completion of or by the subscription of the Investor SharesPurchasers rescinding, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure failing to rescind this agreementAgreement, by any failure or failing to exercise or delay in exercising delaying the exercise of any right or remedy remedy, or by any other event or matter whatsoever, except a specific and duly authorised authorized written waiver or release expressly referring to such breachand no single or partial exercise of any right or remedy shall preclude any further or other exercise. 6.8 5.04 The Company further warrants to the Investor that each of the Warranties will be fulfilled down to, and each of the Warranties Purchasers shall be deemed entitled to be repeated take action both before and after Completion in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6. 6.9 The Company undertakes with the Investor to disclose forthwith in writing to the Investor respect of any matter breach or thing which may arise after the date non-fulfillment of this agreement and prior to Completion and which becomes known to the Company which would cause any of the Warranties and Completion shall not in any way constitute a waiver of any right of the Purchasers. 5.05 If prior to Completion any of the Warranties are found to be materially untrue, misleading or incorrect or misleading have not been fully carried out in any material respect respect, the Purchasers shall, without prejudice to any other rights or in any remedies which the Purchasers shall be entitled at law, be entitled by notice to the Vendor to avert or remedy such breach of the contents Warranties within thirty (30) days of such notice and Provided Always that in respect of any claims for breach of the Disclosure Letter to be untrue, incorrect or misleading in any material respect and such disclosure under this clause 6.9 shall be deemed to form part of the Disclosure Letter (unless the Investor rescinds under clause 6.10) and in the event that the Investor elects not to rescind under clause 6.10Warranties after Completion, the Investor Purchasers shall not be entitled to claim for any breach of warranty rescind this Agreement and its only remedy against the Vendor shall be in respect of any matter fairly disclosed pursuant to this clause 6.9damages only. 6.10 If at any time before Completion: (a) it shall be found or disclosed pursuant to clause 6.9 that any of the Warranties is untrue, incorrect or misleading in any material respect the Investor shall be entitled (in addition to and without prejudice to any other right or remedy available to it, including any right to claim damages) to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT any failure to exercise this right followed by Completion shall constitute a waiver by the Investor of all rights which the Investor may have arising out of such matter under the Warranties or otherwise but 5.06 The Vendor shall not constitute a waiver of any other matter not so found or disclosed and which would give rise to a breach of Warranties; or (b) any event shall occur (other than an event which constitutes or gives rise to a breach of any of the Warranties) which affects or is likely to affect to a material degree the financial or trading position or prospects of the Group, the Investor shall be entitled to rescind this agreement without liability on the part of the Investor forthwith by notice in writing to the Company PROVIDED THAT neither any such recission nor Completion shall give rise to any right to damages or compensation in favour of any party from another. 6.11 Save for claims for breach of Warranty which arise as a result of fraud or negligent conduct on the part of the Company: (a) no claim shall lie against the Company under the Warranties unless notice of the claim shall have been served on the Company no later than 2 years after the date of Completion except in respect of the Warranties in paragraph 8 of Schedule 1 (Taxation) in respect of which notice of claim shall have been served on the Company no later than 7 years from the date of Completion. In respect of claims notified in accordance with this sub-clause, they shall be deemed to have been waived by the Investor unless court proceedings in respect thereof have been issued and served on the Company within 6 months of the date of such notification; (b) subject to (d) below, no liability shall attach to the Company by reason of any single breach of the Warranties until the aggregate amount of claims thereunder exceeds L100,000 in value when the Investor shall be entitled to claim the whole amount and not merely the excess over that amount from the Company. (c) the aggregate liability of the Company for any breaches of the Warranties and liability arising under clause 6.13 below shall not exceed L8,500,000 during such period as the Warrant remains unexercised or L8,500,000 and any amount subscribed under the Warrant up to a maximum amount of L10,500,000; and (d) there shall be disregarded for all purposes any breach of this agreement unless the amount of damages to which the Investor would otherwise be entitled is an amount in excess of L5,000 for a claim for breach of the Warranties relating to any company incorporated within the UK and L25,000 liable for any breach of the Warranties relating except in respect of those circumstances which may give rise to a company incorporated outside the UK. 6.12 The Investor shall not be entitled to make any claim under or pursuant made hereunder and of which notice has been given to the Warranties in relation to: (a) any matter which was specifically reserved, provided for Vendor on or noted in the Last Accounts or in the unaudited management accounts of the Company for periods ended prior to the date which is 30 days after the Completion Date. 5.07 The Vendor shall not be liable for any breach of this Agreement but since the Last Accounts Date; (b) Warranties to the extent that such liabilities arise by result of any matter where the claim arises as a result ofacts, or would not have arisen but for, or a liability is increased as a result of, legislation not in force at the date of this agreement, or any change in legislation with retrospective effect after the date of this agreement (including without limitation any increase in rates or scope or calculation of Taxation, new Taxation, or changes in legislation relating to Taxation with retrospective effect); (c) any claim which would not have arisen but for or as a direct consequence of a voluntary act or omission performed or allowed to occur omissions affected by the Investor after Completion otherwise than in the ordinary course of business; andPurchasers or their related parties. (d) any matter or thing done or omitted to be done on or after the date of this agreement at the request or with the approval 5.08 The total liability of the Investor. 6.13 Subject to Clause 6.11 above Vendor in respect of the Company Warranties shall indemnify not exceed the Investor against all reasonable out value of pocket costs and expenses (including reasonable legal expenses) incurred by the Investor in connection with any successful claim brought by the Investor Sale Shares. The Vendor shall have no liability for breach of Warranty 7 INVESTOR PROTECTIONany Warranties unless the aggregate amount of all claims which would otherwise be made under this agreement shall exceed US$1,000,000 and consist of individual cases exceeding US$300,000. 7.1 5.09 The Company undertakes Purchasers agree to assume and transfer to its own book the Investor (liabilities incurred by CMST prior to July 27, 2000 and hold the Existing Shareholders undertake Vendor fully harmless and indemnified against any future claims in relation to procure such liabilities so far as incurred before the July 27, 2000. 5.10 The Purchasers understand that they are ableassuming the operations of CML and its Subsidiaries and all liabilities of CML and its Subsidiaries (whether actual or contingent, recorded or unrecorded, or known or unknown) that it will conduct its affairs in accordance with the provisions as of the Articles and of this agreement. 7.2 The CompanyCompletion Date, and the Existing Shareholders shall use all reasonable endeavours Vendor is making no representation as to procure that all the Ordinary Shares arising from the exercise existence of assets, accuracy of the Warrantsbooks and records, relationships with customers and vendors, or condition of such business. The Purchasers further understand that they will have no right of recourse against the Vendor with respect to the condition of the CML business at the Completion Date, other than for a breach of a specific Warranty given by the Vendor in this Agreement or in Schedule 2 attached hereto. Further, the conversion Purchasers agree to defend and hold the Vendor fully harmless and indemnified against any past or future claims that third parties may bring against the Vendor for costs, expenses, fees, guarantees, damages, judgments or losses of any nature pertaining to or arising out of the Investor Shares operations or business of CML and from the Subsidiaries, including any subsequent issue of any bonus shares arising under article 3(b) legal fees that Vendor may incur to defend itself against such third-party claims. The previous sentence is intentionally broad in scope as it is the intent of the Articles are admitted parties that the Vendor should have no ongoing obligation or liability whatsoever to trading on the Alternative Investment Market and are admitted to listing or the equivalent or any other stock exchange or securities market on which all or any part of the Company's Ordinary Shares are for the time being listed or traded. For the avoidance of doubt the Company's and the Existing Shareholders', obligations under this Clause 7.2 shall include but shall not be limited third parties with respect to the preparation business and filing affairs of listing particulars CML and its Subsidiaries, including any actions undertaken prior to the Completion Date by Creative Master International, Inc. (or equivalent documentationrenamed ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.) as may be required by the Alternative Investment Market (or equivalent body in any jurisdiction where the Ordinary Shares are pertaining to be admitted to listing or trading)such business.