Common use of WARRANTIES AND PRE-COMPLETION CONDUCT Clause in Contracts

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of the Agreement. PM warrants to the Buyer that each Warranty is true, accurate and not misleading as at 9 October 2001 by reference to the facts and circumstances as at that date. For this purpose only, as to PM where there is an express or implied reference in a Warranty by PM or the Sellers, to the date of this Agreement or to a date after 9 October 2001, such references as to PM only are to be construed as a reference to 9 October 2001. Immediately before Completion, AFR is deemed to warrant to the Buyer, and PM in respect of Warranties 1.2.1, 3.1.1 and 3.1.3, that each Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warranty to the "date of this Agreement", that reference is to be construed as a reference to Completion. 7.2 The Sellers acknowledge that the Buyer: 7.2.1 is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and 7.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of a Group Company. 7.3 The Warranties are qualified by the facts and circumstances fairly and specifically disclosed in the Disclosure Letter or in the Second Disclosure Letter in relation to the Warranties repeated prior to Completion under clause 7.1. No other knowledge relating to a Group Company (actual, constructive or imputed) prevents or limits a claim made by 1. The Sellers shall not invoke the Buyer's knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of clause 7.1. 7.4 Reference to any facts and circumstances being disclosed shall be deemed to be a reference to them being fully and specifically disclosed in the Disclosure Letter or the Second Disclosure Letter in such a manner that: 7.4.1 in the context of the disclosures contained in the Disclosure Letter: (a) the significance of the information disclosed and its relevance to a particular Warranty ought reasonably to be appreciated by the Buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in relation to the relevant Warranty; and 7.4.2 in the context of any document treated as disclosed by the Disclosure Letter, the matter disclosed is reasonably apparent from the terms of the document; and nothing disclosed by the Sellers to the Buyer other than in the Disclosure Letter and in accordance with the provisions of this clause shall constitute disclosure for the purposes of this Agreement. 7.5 The Sellers undertake not to make any claim against a Group Company or a director, officer or employee of a Group Company which they may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group Company or a director, officer or employee of a Group Company for the purpose of assisting the Sellers to make a representation, give a Warranty or prepare the Disclosure Letter. 7.6 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 7.7 Between the execution of this Agreement and Completion the Sellers shall: 7.7.1 ensure that each Group Company complies with schedule 6; and 7.7.2 notify the Buyer immediately if they become aware of a fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clause 7.1 or 7. 7.1 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Completion.

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR warrants 5.1 The Sellers and Warrantors jointly and severally represent and warrant to the Buyer that that, subject to the matters disclosed in the Disclosure Letter (in the form delivered as of the date of this Agreement), each Warranty is true, accurate and not misleading in all material aspects at the date of the this Agreement. PM warrants Immediately before Completion, the Sellers and Warrantors are deemed to jointly and severally to represent and warrant to the Buyer that that, subject to the matters disclosed in the Disclosure Letter, each Warranty is true, accurate and not misleading as at 9 October 2001 by reference to the facts and circumstances as at that date. For this purpose only, as to PM where there is an express or implied reference in a Warranty by PM or the Sellers, to the date of this Agreement or to a date after 9 October 2001, such references as to PM only are to be construed as a reference to 9 October 2001. Immediately before Completion, AFR is deemed to warrant to the Buyer, and PM in respect of Warranties 1.2.1, 3.1.1 and 3.1.3, that each Warranty is true, accurate and not misleading all material respects by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warranty to the "date of this Agreement", that reference is to be construed as a reference to Completion. 7.2 The Sellers acknowledge 5.2 Each Seller and Warrantor acknowledges that the Buyer: 7.2.1 Buyer is entering into this Agreement in reliance on each Warranty (each of which has also been given as a representation representation) and with the intention of inducing the Buyer to enter into and perform its obligations under this Agreement; and 7.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of a Group Company. 7.3 5.3 The Warranties are qualified by the facts and circumstances fairly and specifically disclosed in the Disclosure Letter or in the Second Disclosure Letter in relation to the Warranties repeated prior to Completion under clause 7.1Letter. No other knowledge relating to a any Group Company (actual, constructive or imputed) prevents or limits a claim made by 1by the Buyer for breach of Clause . The None of the Sellers shall not invoke the Buyer's knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence defense to a claim for breach of clause 7.1Clause . 7.4 5.4 Reference to any facts and circumstances being disclosed as exceptions to the Warranties shall be deemed to be a reference to them being fully fully, fairly, specifically and specifically accurately disclosed in the Disclosure Letter or the Second Disclosure Letter in such a manner that: 7.4.1 5.4.1 in the context of the disclosures contained in the Disclosure Letter: (a) the significance of the information disclosed and its relevance to a particular Warranty ought reasonably to be appreciated by the Buyera similarly situated buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in relation to the relevant Warrantyany respect; and 7.4.2 5.4.2 in the context of any document treated as disclosed by the Disclosure Letter, the matter disclosed is reasonably apparent from the terms of the document; , and nothing disclosed by the Sellers to the Buyer other than in the Disclosure Letter and in accordance with the provisions of this clause Clause shall constitute disclosure as exceptions to the Warranties for the purposes of this Agreement. 7.5 The Sellers undertake 5.5 Conditional upon and subject to the Completion, each Seller and Warrantor undertakes not to make any claim against a any Group Company or a any director, officer or employee of a any Group Company other than the Warrantors which they it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a such Group Company or a director, officer or employee of a such Group Company other than the Warrantors for the purpose of assisting the Sellers Seller to make a representation, give a Warranty or prepare the Disclosure Letter. 7.6 5.6 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 7.7 5.7 Between the execution of this Agreement and Completion the Sellers and Warrantors shall: 7.7.1 5.7.1 ensure that each Group Company complies with schedule 6; andSchedule 5; 7.7.2 5.7.2 notify the Buyer immediately if they become it becomes aware of a fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clause 7.1 Clause or 7. 7.1 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Completion. 5.8 The Buyer warrants to the Sellers that each Buyer's Warranty is true, accurate and not misleading at the date of this Agreement. Immediately before Completion, the Buyer is deemed to warrant to the Sellers that each Buyer's Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion, subject to changes contemplated by this Agreement or otherwise disclosed by the Buyer in writing. For this purpose only, where there is an express or implied reference in a Warranty to the "date of this Agreement", that reference is to be construed as a reference to Completion.

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR 5.1 The Seller warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of execution of the Agreement. PM warrants to the Buyer that each Warranty is true, accurate and not misleading as at 9 October 2001 by reference to the facts and circumstances as at that date. For this purpose only, as to PM where there is an express or implied reference in a Warranty by PM or the Sellers, to the date Deed of this Agreement or to a date after 9 October 2001, such references as to PM only are to be construed as a reference to 9 October 2001Contribution. Immediately before Completion, AFR the Seller is deemed to warrant to the Buyer, and PM in respect of Warranties 1.2.1, 3.1.1 and 3.1.3, Buyer that each Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Warranty to the "“date of this Agreement"execution of the Deed of Contribution”, that reference is also to be construed as a reference to Completion. 7.2 5.2 The Sellers acknowledge Seller acknowledges that the Buyer: 7.2.1 5.2.1 is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and 7.2.2 5.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares Quota or of all or any part of the undertaking of a Group the Company. 7.3 The Warranties are qualified by 5.3 Save in respect of the facts matters fully and circumstances fairly and specifically disclosed to the Buyer in the Disclosure Letter or in the Second Disclosure Letter in relation to the Warranties repeated prior to Completion under clause 7.1. No other disclosure schedules, no knowledge relating to a Group the Company (actual, constructive or imputed) prevents or limits a claim made by 1by the Buyer for breach of any Warranty by the Seller. The Sellers Seller shall not invoke the Buyer's ’s knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of this clause 7.15. 7.4 Reference to any facts and circumstances being disclosed shall be deemed to be a reference to them being fully and specifically disclosed in the Disclosure Letter or the Second Disclosure Letter in such a manner that: 7.4.1 in the context of the disclosures contained in the Disclosure Letter: (a) the significance of the information disclosed and its relevance to a particular Warranty ought reasonably to be appreciated by the Buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in relation to the relevant Warranty; and 7.4.2 in the context of any document treated as disclosed by the Disclosure Letter, the matter disclosed is reasonably apparent from the terms of the document; and nothing disclosed by the Sellers to the Buyer other than in the Disclosure Letter and in accordance with the provisions of this clause shall constitute disclosure for the purposes of this Agreement. 7.5 5.4 The Sellers undertake Seller undertakes not to make any claim against a Group the Company or a director, officer officer, consultants or employee of a Group the Company which they it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group the Company or a director, officer officer, consultants or employee of a Group the Company for the purpose of assisting the Sellers Seller to make a representation, representation or give a Warranty or prepare the Disclosure LetterWarranty. 7.6 5.5 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 7.7 5.6 Between the execution of this Agreement and Completion the Sellers Seller shall: 7.7.1 5.6.1 ensure that each Group the Company complies with schedule 64; and 7.7.2 5.6.2 notify the Buyer immediately if they become it becomes aware of a fact or circumstance which constitutes or which would or might constitute a material breach (whether repudiatory in nature or not) of this clause 7.1 or 7. 7.1 5 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Completion. 5.7 Save as provided in clause 7, the Seller shall indemnify the Buyer on demand against all loss, damage or expenses incurred by the Buyer or the Company arising out of any breach of a Warranty. 5.8 The Seller warrants that the balance sheet of the Business as at the date of the Deed of Contribution and as at 31 December 2008 will have a net equity value of at least Euro 1,378,087 with no debt and no liabilities other than those fully provided for in such balance sheet.

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR 6.1 The Seller represents and warrants to the Buyer that each Warranty is true, accurate and not misleading at the date of the Agreement. PM warrants to the Buyer that each Fundamental Warranty is true, accurate and not misleading as at 9 October 2001 by reference to the facts and circumstances as at that date. For this purpose only, as to PM where there is an express or implied reference in a Warranty by PM or the Sellers, to the date of this Agreement or to a date after 9 October 2001, such references as to PM only are to be construed as a reference to 9 October 2001Agreement. Immediately before Completion, AFR the Seller is deemed to represent and warrant to the Buyer, and PM in respect of Warranties 1.2.1, 3.1.1 and 3.1.3, Buyer that each Fundamental Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the "“date of this Agreement"”, that reference is to be construed as a reference to Completionthe Completion Date. 7.2 6.2 The Sellers acknowledge Buyer represents and warrants to the Company and the Seller that each Buyer Warranty is true, accurate and not misleading as at the Buyer: 7.2.1 is entering into date of this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing Agreement. Immediately before Completion, the Buyer is deemed to enter into this Agreement; and 7.2.2 may rely on represent and warrant to the Warranties in warranting Company and the Seller that each Buyer Warranty is true, accurate and not misleading by reference to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of a Group Company. 7.3 The Warranties are qualified by the facts and circumstances fairly and specifically disclosed as at Completion. For this purpose only, where there is an express or implied reference in the Disclosure Letter or in the Second Disclosure Letter in relation a Buyer Warranty to the Warranties repeated prior to Completion under clause 7.1. No other knowledge relating to a Group Company (actual“date of this Agreement”, constructive or imputed) prevents or limits a claim made by 1. The Sellers shall not invoke the Buyer's knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of clause 7.1. 7.4 Reference to any facts and circumstances being disclosed shall be deemed that reference is to be construed as a reference to them being fully and specifically disclosed in the Disclosure Letter or the Second Disclosure Letter in such a manner that: 7.4.1 in the context of the disclosures contained in the Disclosure Letter: (a) the significance of the information disclosed and its relevance to a particular Warranty ought reasonably to be appreciated by the Buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in relation to the relevant Warranty; and 7.4.2 in the context of any document treated as disclosed by the Disclosure Letter, the matter disclosed is reasonably apparent from the terms of the document; and nothing disclosed by the Sellers to the Buyer other than in the Disclosure Letter and in accordance with the provisions of this clause shall constitute disclosure for the purposes of this AgreementCompletion Date. 7.5 6.3 The Sellers undertake not to make any claim against a Group Company or a director, officer or employee of a Group Company which they may have Seller’s and the Company’s liability for Relevant Claims shall be limited as set out in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group Company or a director, officer or employee of a Group Company for the purpose of assisting the Sellers to make a representation, give a Warranty or prepare the Disclosure LetterSchedule 5. 7.6 6.4 Each Fundamental Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Fundamental Warranty. 7.7 6.5 Between the execution of this Agreement and Completion Completion, the Sellers shallSeller shall approve the amendment of the Shareholders’ Agreement. 6.6 Between the execution of this Agreement and Completion, the Seller shall not: 7.7.1 ensure that each 6.6.1 enter into or be involved in any discussion or negotiation with any person except the Buyer in connection with the sale of any Share or any share of any Group Company, the sale or merger of any Group Company complies or the sale of the business or any part of the business of or the disposal of any of the assets or the business of any Group Company; 6.6.2 enter into an agreement or arrangement with schedule 6any person except the Buyer in connection with the sale of any Share or any share of any Group Company, the sale or merger of any Group Company or the sale of the business or any part of the business of or the disposal of any of the assets of any Group Company; andor 7.7.2 6.6.3 make available to any person except the Buyer any information relating to the sale of any Share or any share of any Group Company, the sale or merger of any Group Company or the sale of the business or any part of the business of or the disposal of any of the assets of any Group Company. 6.7 Between the execution of this Agreement and Completion, the Seller shall notify the Buyer immediately if they become it or any of its or its Affiliates’ directors, employees or advisors becomes aware of a matter, fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clause 7.1 or 7. 7.1 any provision under this Agreement or which would or might cause a Fundamental Warranty to be untrue, inaccurate or misleading if given in respect of the matters, facts or circumstances as at the relevant time between signing and Completion.

WARRANTIES AND PRE-COMPLETION CONDUCT. 7.1 AFR Each Seller represents and warrants to the Buyer that each Fundamental Warranty is is, solely with respect to himself/herself/itself, true, accurate and not misleading as at the date of the this Agreement. PM Immediately before Completion, each Seller is deemed to represent and warrant to the Buyer that each Fundamental Warranty is, solely with respect to himself/herself/itself, true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the “date of this Agreement”, that reference is to be construed as a reference to the Completion Date. 7.2 Each Warrantor severally and not jointly represents and warrants to the Buyer that each ACT Warranty is true, accurate and not misleading as at 9 October 2001 the date of this Agreement. Immediately before Completion, each Warrantor is deemed to severally and not jointly represent and warrant to the Buyer that each ACT Warranty is true, accurate and not misleading by reference to the facts and circumstances as at that dateCompletion. For this purpose only, as to PM where there is an express or implied reference in a an ACT Warranty by PM or the Sellers, to the “date of this Agreement or to a date after 9 October 2001Agreement”, such references as to PM only are that reference is to be construed as a reference to 9 October 2001the Completion Date. 7.3 Each MCD Warrantor severally and not jointly represents and warrants to the Buyer that each MCD Warranty is true, accurate and not misleading as at the date of this Agreement. Immediately before Completion, AFR Each MCD Warrantor is deemed to severally and not jointly represent and warrant to the BuyerBuyer that each MCD Warranty is true, accurate and PM not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in respect an MCD Warranty to the “date of Warranties 1.2.1, 3.1.1 and 3.1.3this Agreement”, that reference is to be construed as a reference to the Completion Date. 7.4 Each of the ACT Warranties and the MCD Warranties are qualified by the facts and circumstances Disclosed in the ACT Disclosure Letter and the MCD Disclosure Letter respectively. No other knowledge of the Buyer relating to any Group Company (actual, constructive or imputed) prevents or limits a claim made by the Buyer for breach of clause 7.1 to 7.3 above. No Seller shall invoke the Buyer’s knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of clause 7.1 to 7.3 above or to reduce any amount recoverable. 7.5 The Buyer represents and warrants to the Company and each Seller that each Buyer Warranty is true, accurate and not misleading as at the date of this Agreement. Immediately before Completion, the Buyer is deemed to represent and warrant to the Company and each Seller that each Buyer Warranty is true, accurate and not misleading by reference to the facts and circumstances as at Completion. For this purpose only, where there is an express or implied reference in a Buyer Warranty to the "“date of this Agreement"”, that reference is to be construed as a reference to Completionthe Completion Date. 7.2 The Sellers acknowledge that the Buyer: 7.2.1 is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Agreement; and 7.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of a Group Company. 7.3 The Warranties are qualified by the facts and circumstances fairly and specifically disclosed in the Disclosure Letter or in the Second Disclosure Letter in relation to the Warranties repeated prior to Completion under clause 7.1. No other knowledge relating to a Group Company (actual, constructive or imputed) prevents or limits a claim made by 1. The Sellers shall not invoke the Buyer's knowledge (actual, constructive or imputed) of a fact or circumstance which might make a Warranty untrue, inaccurate or misleading as a defence to a claim for breach of clause 7.1. 7.4 7.6 Reference to any facts and circumstances being disclosed “Disclosed” shall be deemed to be a reference to them being fully fully, fairly, specifically and specifically accurately disclosed in the Disclosure Letter or the Second Disclosure Letter Letters in such a manner that: 7.4.1 7.6.1 in the context of the disclosures contained in the Disclosure LetterLetters: (a) the significance of the information disclosed and its relevance to a particular ACT Warranty or MCD Warranty ought reasonably to be appreciated by the Buyer, taking into account the paragraphs or subject matters in relation to which the information was disclosed; (b) there is not omitted from the information disclosed any information which would have the effect of rendering the information so disclosed misleading in relation to the relevant Warrantyany respect; and 7.4.2 7.6.2 in the context of any document treated as disclosed by the Disclosure LetterLetters, the matter disclosed is reasonably apparent from the terms of the document; , and nothing disclosed by the Sellers Warrantors or MCD Warrantors to the Buyer other than in the Disclosure Letter Letters and in accordance with the provisions of this clause 7.6 shall constitute disclosure for the purposes of this Agreement. 7.5 7.7 The Sellers undertake Sellers’ and the Company’s liability for Relevant Claims shall be limited as set out in Schedule 6. 7.8 Each Seller agrees and undertakes to the Buyer and to each of the persons referred to in this clause 7.8 that, except in the case of fraud, he/she/it (and his/her/its respective Affiliates) will not to make any claim against a any Group Company or a any director, officer officer, employee or employee agent of a any Group Company on whom he/she/it may have relied before agreeing any term of this Agreement or any of the transactions contemplated by this Agreement which they he/she/it (or his/her/its respective Affiliates) may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group Company or a director, officer or employee of a Group Company any such person for the purpose of assisting the Sellers any Seller to make a representation, give a Warranty or, where such Seller is a Warrantor or MCD Warrantor, prepare the Disclosure LetterLetters. Any Group Company or any director, officer, employee or agent of any Group Company may enforce the terms of this clause 7.8 subject to and in accordance with the provisions of the Third Parties Ordinance. 7.6 7.9 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 7.7 7.10 Between the execution of this Agreement and Completion Completion, the Sellers Company shall comply, and the Company and each Warrantor shall procure that each of the Group Companies complies with, Schedule 7. 7.11 Between the execution of this Agreement and Completion, each Warrantor shall use his best endeavours to procure that each Shareholder (other than any Shareholder who ceases to hold any Shares immediately after Completion) shall approve the amendment of the Shareholders’ Agreement and execute the Amended Shareholders’ Agreement in the agreed form. 7.12 Between the execution of this Agreement and Completion, no Seller shall: 7.7.1 ensure that each 7.12.1 enter into or be involved in any discussion or negotiation with any person except the Buyer in connection with the sale of any Share or any share of any Group Company, the sale or merger of any Group Company complies or the sale of the business or any part of the business of or the disposal of any of the assets or the business of any Group Company; 7.12.2 enter into an agreement or arrangement with schedule 6any person except the Buyer in connection with the sale of any Share or any share of any Group Company, the sale or merger of any Group Company or the sale of the business or any part of the business of or the disposal of any of the assets of any Group Company; andor 7.7.2 7.12.3 make available to any person except the Buyer any information relating to the sale of any Share or any share of any Group Company, the sale or merger of any Group Company or the sale of the business or any part of the business of or the disposal of any of the assets of any Group Company. 7.13 Between the execution of this Agreement and Completion, each Seller shall notify the Buyer immediately if they become he/she/it or any of his/her/its or his/her/its Affiliates’ directors, employees or advisors becomes aware of a matter, fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of clauses 7.1 to 7.3 and clause 7.1 7.10 or 7. 7.1 any other provision under this Agreement or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the matters, facts or circumstances as at the relevant time between signing and Completion.