EX 10.10
DATED: JULY 1, 1998
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
and
CCC INFORMATION SERVICES INC.
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SALE AND PURCHASE
AGREEMENT
relating to
the entire share capital of
▇▇▇▇▇▇▇▇ LIMITED
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GREENWOODS
Solicitors
▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
(MJE)
INDEX
CLAUSE 1. INTERPRETATION p. 1
2. SALE OF SHARES p. 3
3. CONSIDERATION p. 3
4. COMPLETION p. 3
5. WARRANTIES p. 6
6. PROVISIONS RELATING TO THIS AGREEMENT p. 9
7. COSTS p. 12
FIRST SCHEDULE - Warranties p. 13
Clause 1. Interpretation p. 13
2. Warranties p. 13
SECOND SCHEDULE - Purchaser's Responsibilities and Warranties p. 19
THIRD SCHEDULE - Part III Details of Company p. 21
THIS AGREEMENT is made the 1st day of July One thousand nine hundred and ninety
eight
BETWEEN:
(1) ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ (herein called "the Vendor") and
(2) CCC INFORMATION SERVICES INC. a company registered in Delaware USA whose
office is at World Trade Center Chicago ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (hereinafter called "the Purchaser")
WHEREAS:
The Purchaser wishes to acquire 900 Ordinary Shares of L1 each of the issued
share capital of the Company being 960 Ordinary shares of L1 each (the Shares as
hereinafter defined) from the Vendor on the terms of this Agreement
NOW IT IS HEREBY AGREED as follows:-
INTERPRETATION
DEFINITIONS
In this Agreement where the context so admits:-
"THE COMPANY" means ▇▇▇▇▇▇▇▇ LIMITED further details of which are
set out in Part III of the Third Schedule
"COMPLETION" means completion of the sale and purchase of the
Shares
"COMPLETION DATE" means the date hereof
"THE DIRECTOR" means the person who is a Director of the Company
whose name and address is set out in Part I of the Third Schedule
and
"THE CONTINUING DIRECTOR" means the person named in Part II of
that Schedule
"THE DISCLOSURE LETTER" means the letter of even date herewith
from the Vendor to the Purchaser "the Shares" means the shares to
be bought and sold pursuant to Clause 2
"THE WARRANTIES" means the warranties and representations set out
in the First Schedule
CONSTRUCTION OF CERTAIN REFERENCES
In this Agreement unless the context otherwise requires:-
words and phrases the definitions of which are contained or
referred to in
Part XXVI of the Companies ▇▇▇ ▇▇▇▇ shall be construed as having
the meanings thereby attributed to them and references to the
Companies Act shall mean the Companies ▇▇▇ ▇▇▇▇ references to a
statute or statutory provisions shall be construed as references
to those provisions as consolidated or amended or re-enacted or
replaced or as their application is modified by other provisions
(whether before or after the date hereof) from time to time and
shall include references to any provisions of which they are
re-enactments (whether with or without modification) and shall
include any subordinate legislation in force under the same from
time to time references to clauses and schedules are references
to clauses hereof and schedules hereto. References to Clauses are
unless otherwise stated references to Clauses of the clause in
which the reference appears and references to this Agreement
include the Schedules which form part of this Agreement for all
purposes references to any document being in agreed terms are to
that document in the form signed by or on behalf of the parties
for identification references to persons includes firms
corporations and unincorporated associations references to the
singular gender shall also include the plural gender
HEADINGS
The headings and sub-headings are inserted for convenience only
and shall not affect the construction of this Agreement Each of
the schedules shall have effect as if set out herein and are part
of this Agreement
SALE OF SHARES
SALE AND PURCHASE
Subject to the terms of this Agreement the Vendor with full title
guarantee shall sell and the Purchaser shall with effect from
Completion purchase free from all liens charges equities and
encumbrances and together with all rights now or hereafter
attaching thereto the Purchaser relying upon the representations
and warranties of the Vendor herein contained 900 of the issued
Ordinary Shares of L1 each in the capital of the Company
CONSIDERATION
SHARES
The total consideration for the Shares shall be L1,000,000
COMPLETION
COMPLETION
Subject to the provisions of this Clause Completion of the sale
and purchase of the Shares shall take place on the Completion
Date at such place as the parties may agree whereupon:-
the Vendor shall:-
deliver to the Purchaser:-
(a) duly executed transfer of the Shares by
the registered holders thereof in favour
of the Purchaser together with the
relative share certificate
(b) all the statutory and other books (duly
written up to date) of the Company and
its Certificate of Incorporation and
Incorporation on Change of Name (if
received by the Company by this time)
and common seal
on Completion the Vendor shall cause to be duly held a
meeting of the Board of the Company validly to effect or
execute or validly to resolve to effect or execute:-
the approval of the transfers of the Shares to the
Purchaser the issue to the Purchaser of Share
Certificates in respect of those shares and the
registration of the Purchaser as holders of those
Shares (subject only to those transfers being
represented duly stamped);
the appointment as Directors and Secretary of the
Company of such persons as the Purchaser may
nominate subject to such persons consenting to
such appointment and not being disqualified from
holding such offices;
the issue of mandates in relation to the Company
to such bank or banks and in such form as the
Purchaser may direct; the appointment as auditors
of the Company of such person or firm as the
Purchaser may nominate subject to the provisions
of the Companies Act;
the change in the registered office of the Company
to such
address as may be nominated by the Purchaser; the
sealing of the Share Certificates in favour of the
Purchaser;
any other business which may be necessary or
desirable to give full and valid effect to the
sale and purchase provided for in this Agreement
or as the Purchaser may reasonably require;
the Purchaser shall:-
pay the consideration for the Shares as provided
for in Clause 3 (such payment to be made by way of
banker's transfer to the Vendor's bank account at
Lloyds Bank Plc deliver to the Vendor a duly
executed employment Agreement with the Purchaser
in the agreed terms deliver to the Vendor in
exchange for a duly signed counterpart from the
Vendor and the Company a duly signed copy of the
Joint Venture Agreement in agreed terms procure a
meeting of the shareholders of the Company and
vote to approve the Share Option Scheme as set out
in the Share Option Scheme Deed in agreed terms
and exchange a duly executed copy thereof for
others duly executed by the other parties thereto
procure that the Board of the Company authorises
▇▇ ▇▇▇▇▇▇ to:
offer to employ in the Company such of the
staff of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Limited as he
sees fit on such terms as he sees fit take
over the existing rental agreements in
respect of 3 vehicles used in the previous
business of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Limited and 1
previously used by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ take
over such of the contracts in respect of the
said previous business of ▇▇▇▇▇▇ and ▇▇▇▇▇▇
Limited and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ as ▇▇ ▇▇▇▇▇▇
may decide
deliver to the Vendor a duly executed copy of
Share Put
Option Deed in agreed terms in exchange for a duly
executed copy by ▇▇ ▇▇▇▇▇▇ and the Company
The Vendor hereby declares that so long as it remains the
registered holder of any of the Shares it will:-
stand and be possessed of the Shares and the dividends and
other distributions of profits or surplus or other assets in
respect thereof and all rights arising out of or in
connection therewith in trust for the Purchaser and its
successors in title;
at all times hereafter deal with and dispose of the Shares
dividends distributions and rights as aforesaid as the
Purchaser or any such successor may direct; at the request
of the Purchaser or any such successor vote at all meetings
which he shall be entitled to attend as the registered
holder of the Shares in such manner as the Purchaser or any
such successor may direct;
and (if so requested by the Purchaser or any such successor)
execute all instruments of proxy or other documents which
the Purchaser may reasonably require and which may be
necessary or desirable or convenient to enable the Purchaser
or any such successor to attend and vote at any such meeting
WARRANTIES
FIRST SCHEDULE
The First Schedule shall have effect
PURCHASER'S KNOWLEDGE
The Warranties are given subject to matters excepted in the first
sentence of Clause 2 of the First Schedule and to the terms of
Clauses 5.5 to 5.17 inclusive
WARRANTIES TO BE INDEPENDENT
Each of the Warranties shall be separate and independent and save
as expressly provided shall not be limited by reference to any
other Warranty or anything in this Agreement
REDUCTION OF PURCHASE CONSIDERATION
Any payments made by the Vendor in satisfaction of any claim in
respect of a breach of the Warranties are less than the
consideration for the Shares they shall constitute a repayment of
and reduction in such consideration
LIMITATION OF VENDOR'S LIABILITY
Neither of the parties shall have the right to rescind this
Agreement after Completion The aggregate amount of the liability
of the Vendor under the Warranties shall not
exceed the total consideration for the Shares
No liability shall attach to the Vendor under the Warranties
unless the aggregate amount of such liability shall exceed
L50,000 in which event the liability of the Vendor (subject to
the other provisions of this Clause 5) shall include the amount
of all claims and not merely the excess over L50,000
No claim shall be capable of being made against the Vendor under
the Warranties unless written notice thereof (specifying the
breach or other event to which such claim shall relate and the
amount claimed in respect thereof) shall have been given to the
Vendor within a reasonable time after a claim has arisen (or the
Purchaser ought reasonably to have realised that circumstances
exist where a claim might or will be made) and in the event of
any claim relating to taxation not later than the sixth
anniversary of Completion and in any other event not later than
1st June 2000 and any such claim which may be made shall (if it
has not been previously satisfied, settled or withdrawn or is in
the process of being negotiated or settled with the Inland
Revenue) be deemed to be withdrawn at the expiration of six
months from the date of giving notice of such claim or the
cessation of such negotiations or settlement unless legal
proceedings in respect thereof have been commenced by the issuing
and service of such proceedings against the Vendor
Payment of any claim under the Warranties shall pro tanto satisfy
and discharge any other claim under the Warranties in respect of
the same facts which is capable of being made in respect of one
and the same subject matter
No liability shall attach to the Vendor in respect of a claim
under the Warranties to the extent that:
such claim arises as a consequence of a change in the law
enacted after the date hereof; such claim arises as the
result of the retrospective imposition of taxation as a
consequence of a change in the law enacted after the date
hereof;
such claim or the events giving rise to such claim would not
have arisen but for an act omission or transaction of the
Purchaser or of the Company effected after Completion
otherwise than in the ordinary course of business
In assessing the liability of the Vendor under Warranties
relating to taxation there shall be taken into account any
benefit accruing to the Purchaser or the Company as a consequence
of the relevant breach
All amounts available for set-off or otherwise liable to be
deducted pursuant to sub-Clauses 5.10 or 5.11 shall first be
taken into account for the purpose of determining the amount of
liability for the purposes of sub-Clause 5.7
In the event of the Vendor having paid to the Purchaser an amount
in respect of a
claim under the Warranties and subsequent to the date of making
such payment the Purchaser or the Company recover from a third
part a sum which is directly referable to that payment then the
Purchaser shall forthwith repay or procure the repayment by the
Company to the Vendor of so much of the amount paid by the third
party as does not exceed the sum paid by the Vendor to the
Purchaser less the costs of the Purchaser or of the Company in
recovering such sum
In the event that the Purchaser or the Company shall be in
receipt of any claim which might constitute or give rise to a
claim under the Warranties the Purchaser shall as soon as
reasonably practicable notify the Vendor giving full details as
far as practicable and shall not settle or compromise any such
claim or make any admission of liability without the prior
written consent of the Vendor (such consent not to be
unreasonably withheld or delayed by the Vendor). The Vendor shall
be entitled to require the Purchaser to take or to procure that
the Company takes such reasonable steps or proceedings as the
Vendor may consider necessary in order to mitigate any claim
under the Warranties
Nothing herein or in the Warranties shall be deemed to relieve
the Purchaser from any common law duty to mitigate any loss or
damage incurred by it
The Purchaser shall not be entitled to a claim that any fact or
circumstance constitutes a breach of any of the Warranties if
such fact or circumstance has been disclosed in this Agreement or
the Disclosure Letter
PURCHASER'S REPRESENTATIONS AND WARRANTIES
The Second Schedule shall have effect
PROVISIONS RELATING TO THIS AGREEMENT
WHOLE AGREEMENT
This Agreement (together with any documents referred to
herein) constitutes the whole agreement between the parties
hereto relating to its subject matter and supersedes any
previous agreement whether written or oral between the
parties in relation to that subject matter and no variations
hereof shall be effective unless made in writing and signed
by all parties
The Purchaser irrevocably and unconditionally waives any
right it may have to claim damages for any misrepresentation
whether or not contained in this Agreement or for breach of
any warranty not contained in the Agreement unless such
misrepresentation or warranty was made fraudulently and/or
to rescind this Agreement.
AGREEMENT SURVIVES COMPLETION
The Warranties and all other provisions of this Agreement insofar
as the same shall
not have been performed at Completion shall remain in full force
and effect notwithstanding Completion
FURTHER ACTS AND DEEDS
At the request of the Purchaser the Vendor shall execute and
perform all such further documents deeds or assurances and do
such acts and things as may be required for effectually vesting
the Shares in the Purchaser and otherwise for fulfilling the
provisions of this Agreement.
WAIVER
Any release delay or waiver by any party in favour of
another of any (or part of any) of its rights power or
privileges under this Agreement shall:-
be confined to the specific circumstances in which it
is given; not affect any other enforcement of the same
right or the enforcement of any other right by or
against the same party; (unless it is expressed to be
irrevocable) be revocable at any time
No delay or omission by the Purchaser in exercising any
right power or remedy shall operate as a waiver thereof and
any single or partial exercise thereof shall not preclude
any other or further exercise thereof or the exercise of any
right power or other remedy. The rights and remedies of the
Purchaser hereunder are cumulative and not exclusive of any
right or remedy provided by law
SEVERABILITY
If any part of any provision of this Agreement shall be invalid
or unenforceable then the remainder of such provision and all
other provisions of this Agreement shall remain valid and
enforceable to the fullest extent permitted by law LAW The
validity construction and performance of this Agreement shall be
governed by the law of England and the parties hereby submit to
the non-exclusive jurisdiction of the English Courts
NOTICES
Unless otherwise provided any notice required or permitted under
this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be
notified by hand or professional courier service upon
confirmation of telex or telecopy five days after deposit with
the United States Post Office by registered or certified mail or
with the United Kingdom Post Office by registered post postage
prepaid or upon the next day following deposit with a nationally
recognised overnight air courier addressed as follows:
(A) if the Purchaser to:
CCC Information Services Inc
World Trade Center Chicago
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇ ▇▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
Winston & ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(B) if to the Vendor to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Telecopy:
With a copy to:
Greenwoods
▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention ▇▇▇▇▇▇▇ ▇▇▇▇▇
Any party may by notice given in accordance with this Clause to
the other party to this Agreement designate another address or
person for receipt of notice hereunder
COSTS
The Purchaser shall pay its own costs and expenses of and incidental
to the preparation and completion of this Agreement and the other
documents referred to in this Agreement and the sale and purchase
hereby agreed to be made and those of the
Vendor's solicitors and its accountants and of all their and the
Vendor's travelling expenses incurred in connection therewith
EXECUTION
The parties have shown their acceptance of the terms of this Agreement by
executing it as an agreement at the end of the Schedules
FIRST SCHEDULE
WARRANTIES
INTERPRETATION
In this Schedule where the context so admits:-
"ENCUMBRANCE" includes any interest or equity of any person (including
without prejudice to the generality of the foregoing, any right to acquire,
option or right of pre-emption) or any mortgage, charge, pledge, lien,
assignment, hypothecation, security interest, title retention or any other
security agreement or arrangement.
"TAXATION" means any form of taxation levy rate or impost whenever created
imposed levied or deducted and whether of the United Kingdom or elsewhere
Any question whether a person is connected with another shall be determined
in accordance with s.839 Income and Corporation Taxes Act 1988 ("ICTA
1988") which shall apply in relation to this Schedule as it applies in
relation to that Act. Where any statement is qualified by the expression
"so far as the Vendor is aware" or "to the best of the Vendors knowledge
and belief" or any similar expression, the Vendor shall be deemed to have
made proper enquiry in respect of the matter of the all appropriate
employees
WARRANTIES AND REPRESENTATIONS
The Vendor hereby warrants and represents to and for the benefit of the
Purchaser in the following terms which are at the date of this Agreement true
and accurate in all material respects save as to the matters disclosed in the
Disclosure Letter
THE COMPANY AND GENERAL MATTERS
The Company has not traded and does not own nor has it ever owned any
freehold or leasehold property The Company has not committed any criminal
offence nor is it subject to any claim in respect of any matter from any
person.
THE VENDOR
CAPACITY
The Vendor has full power to enter into and perform this Agreement and this
Agreement constitutes binding obligations on the Vendor in accordance with
its terms.
LOANS TO OR BY THE VENDOR
There is not outstanding any indebtedness or other liability (actual or
contingent) owing by the Company to the Vendor or any person connected with
the Vendor nor is there any indebtedness owing to the Company by any such
person.
THE COMPANY'S CONSTITUTION
SHARE CAPITAL
The Shares are beneficially owned by the Vendor free from all liens,
charges, equities, encumbrances or interests in favour of any other person
and the Shares will at Completion constitute 90% of the allotted share
capital of the Company and the Vendor is entitled to sell and transfer the
full legal and beneficial ownership of the Shares to the Purchaser on the
terms set out in this Agreement.
The particulars of the Company given in the Second Schedule to this
Agreement are true complete and accurate.
MEMORANDUM AND ARTICLES
The copy of the Memorandum and Articles of Association of the Company
attached to the Disclosure Letter is true and complete and has embodied
therein or annexed thereto a copy of every such resolution or agreement as
is referred to in s.380 of the Companies ▇▇▇ ▇▇▇▇.
COMPANY RESOLUTION
Neither the Company nor any class of its members has passed any resolution
save for a resolution to change its name to ▇▇▇▇▇▇▇▇ Limited and has made
all returns required to the Registrar of Companies
OPTIONS ETC.
No person has the right (whether exercisable now or in the future and
whether contingent or not) to call for allotment, issue, sale, transfer or
other form of security mortgage charge or pledge of any share or loan
capital of the Company under any option or other agreement (including
conversion rights and rights of pre-emption).
REDEMPTION AND FINANCIAL ASSISTANCE
The Company has not at any time:
(a) purchased or redeemed or repaid any share capital; or
(b) given any financial assistance in connection with any such acquisition
of share capital as would fall within sections 151 to 258 (inclusive)
of the Companies ▇▇▇ ▇▇▇▇
THE COMPANY AND THE LAW
COMPLIANCE WITH LAWS
The Company has been constituted in all respects in accordance with all
applicable laws and regulations of the United Kingdom and there is no
order, decree or judgment of any Court or any governmental agency of the
United Kingdom or any foreign country outstanding against the Company or
which may have a material adverse effect
upon the assets or business of the Company.
LICENCES ETC.
All necessary licences, consents, permits and authorities (public and
private) can be obtained by the Company to enable the Company to carry on
its business effectively in the places and in the manner in which such
business is intended to be carried on and the Vendor knows of no reason why
any of them should not be granted
BREACH OF STATUTORY PROVISIONS
The Company has not committed or omitted to do any act or thing the
commission or omission of which is, or could be, in contravention of any
Act, order, regulation or the like in the United Kingdom or elsewhere which
is punishable by fine or other penalty.
LITIGATION
The Company is not engaged in any litigation or arbitration prosecution or
other legal or tribunal proceedings or any governmental investigation and
so far as the Vendor is aware no litigation or arbitration prosecution or
other legal or tribunal proceedings are pending or threatened by or against
the Company and there are no circumstances likely to give rise to any
litigation or arbitration or other legal or tribunal proceedings or
governmental investigations and the Company has not been a party to any
undertaking or assurance given to any court or governmental agency which is
still in force and so far as the Vendor is aware of any circumstances which
may give rise to any such matter.
INSOLVENCY
No order has been made or petition presented or resolution passed for the
winding up of the Company nor has any distress, execution or other process
been levied against the Company and so far as the Vendor is aware none are
threatened or proposed.
GRANTS
The Company has not applied for or received any grant from any
supranational, national or local authority or governmental agency.
ASSETS AND CHARGES
The Company has no assets other than the goodwill of the firm of ▇▇▇▇▇▇ &
▇▇▇▇▇▇ from which it acquired pursuant to the Deed of Gift of even date a
copy of which is annexed to the Disclosure Letter and to which it has good
marketable title and neither such goodwill or uncalled capital of the
Company is subject to any Encumbrance or any agreement or commitment to
give or create any Encumbrance.
CREDITORS AND DEBTS
The Company has no creditors and owes no debts.
TITLE RETENTION
The Company has not acquired or agreed to acquire any asset other than the
said goodwill
THE COMPANY'S CONTRACTS
DOCUMENTS
The Company has no contracts.
POWERS OF ATTORNEY
There are in force no powers of attorney given by the Company. No person,
as agent or otherwise, is entitled or authorised to bind or commit the
Company to any obligation not in the ordinary course of the Company's
business.
THE COMPANY AND ITS BANKERS
BANKERS
The Company has no bankers.
EMPLOYEES
The Company has no employees.
DIRECTORS
The particulars shown in the Third Schedule are true and complete and no
person not named therein as such is a director of the Company.
THE COMPANY AND THE REVENUE
The Company is resident in the United Kingdom for taxation purposes. The
Company has not been party to any transaction that would make it liable to
any form of taxation other than the transfer to it of the said goodwill
The Company has not any obligation to make any returns nor has had any
obligation to make any returns to the taxation authorities
INVESTMENTS ASSOCIATION AND BRANCHES
The Company:-
is not the holder or beneficial owner of and has not agreed to acquire
any class of the share or other capital of any other company or
corporation (whether incorporated in the United Kingdom or elsewhere);
is not and has not agreed to become a member of any partnership joint
venture consortium or other unincorporated association;
and has no branch outside England and no permanent establishment (as
that expression is defined in the respective Double Taxation Relief
Orders current at the date hereof) outside the United Kingdom.
SECOND SCHEDULE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Vendor that:
AUTHORISATION
The Purchaser has full power and authority to enter into this
Agreement and that this Agreement constitutes a valid and legally
binding obligation of the Purchaser
ACQUIRE ENTIRELY FOR OWN ACCOUNT
This Agreement is made with the Purchaser in reliance upon the
Purchaser's representation to the Vendor which by its execution of
this Agreement it hereby confirms that the Shares will be acquired for
investment for the Purchaser's own account not as a nominee agent and
not with a view to the resale or distribution of any part thereof and
that the Purchaser has no present intention of selling granting any
participation in or otherwise distributing the same. By executing this
Agreement the Purchaser further represents that it does not have any
contract undertaking agreement or arrangement with any person to sell
transfer or grant participation to such person or to any third ▇▇▇▇▇▇
with respect to any of the Shares
SOPHISTICATED PURCHASER
The Purchaser is a sophisticated Purchaser with respect to the Shares
has been given the opportunity to access the records of the Company
and has made its own independent analysis and investigation into the
business operations financial condition and general credit worthiness
of the Company and has made its own independent decision to acquire on
the date hereof the Shares pursuant to the terms and conditions set
forth in this Agreement except that the Purchaser has relied upon the
Warranties contained in this Agreement
COVENANTS OF THE INVESTOR
CONFIDENTIAL INFORMATION
Prior to the Closing the Company shall at the Purchaser's request
afford or cause to be afforded to the agents attorneys accountants and
other authorised representatives of the Purchaser reasonable access
during normal business hours to all employees properties books and
records relating to the Company and shall permit such persons to make
copies of such book and records. The Purchaser will treat and shall
cause all of its agents attorneys accountants and other authorised
representatives to treat all information obtained pursuant to this
Clause 5 as confidential subject to any disclosure requirements of the
Purchaser under applicable law. No investigation by the Purchaser or
any of its representatives pursuant to this Clause 5 shall affect any
representation warranty or Closing condition of either party hereto
THIRD SCHEDULE
PART I
Director ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
PART II
Continuing Director ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
PART III
DETAILS OF COMPANY
Name: ▇▇▇▇▇▇▇▇ Limited
No: 3566516
Date and Place of Incorporation: 19th May 1998 - Cardiff, Wales
Class of Company: Private Limited
Authorised Share Capital: 1000 Ordinary Shares of L1 each
Issued Share Capital: 960 Ordinary Shares of L1 each
Director: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Secretary: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Registered Office: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
Shareholder: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - 960 Ordinary Shares of L1 each
Tax Residence: UK
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ )
in the presence of: )
SIGNED by )
and )
for and on behalf of CCC INFORMATION )
SERVICES INC. )
Director
Director