EX-10.1






Exhibit 10.1




VISTEON UK LIMITED




- and -




LINAMAR UK HOLDINGS INC.




- and -




VISTEON SWANSEA LIMITED




 





AGREEMENT FOR THE PURCHASE OF ALL THE SHARES

OF

VISTEON SWANSEA LIMITED




 





DATED July 7, 2008











 





 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	Additional Rules of Interpretation	 	 	7	 
	ARTICLE 2 SALE AND PURCHASE OF SHARES	 	 	8	 
	2.1
	 	Purchase and Sale	 	 	8	 
	2.2
	 	Amount of Purchase Price	 	 	8	 
	2.3
	 	Payment of Purchase Price	 	 	8	 
	ARTICLE 3 WARRANTIES	 	 	8	 
	3.1
	 	Warranties of the Seller	 	 	8	 
	3.2
	 	Warranties of the Buyer	 	 	9	 
	ARTICLE 4 CLOSING ARRANGEMENTS	 	 	10	 
	4.1
	 	Closing	 	 	10	 
	4.2
	 	Closing Deliveries	 	 	10	 
	4.3
	 	Further Assurance	 	 	11	 
	4.4
	 	Change of Name	 	 	11	 
	ARTICLE 5 INDEMNIFICATION,	 	 	11	 
	5.1
	 	Indemnity by the Buyer	 	 	11	 
	5.2
	 	Indemnity by the Seller	 	 	11	 
	5.3
	 	Notice of Claim	 	 	12	 
	5.4
	 	Third Party Claim	 	 	13	 
	ARTICLE 6 GENERAL	 	 	14	 
	6.1
	 	General	 	 	14	 
	6.2
	 	Confidential Information	 	 	16	 
	6.3
	 	Announcements	 	 	17	 
	6.4
	 	Assignment	 	 	17	 
	6.5
	 	Seller’s Co-Operation With Capital Allowances Claims	 	 	17	 
	6.6
	 	Subscription For Deferred Shares	 	 	17	 
	6.7
	 	VAT Group	 	 	18	 
	6.8
	 	Entire Agreement	 	 	19	 
	6.9
	 	Notices	 	 	19	 
	6.10
	 	Counterparts	 	 	20	 
	6.11
	 	Governing Law And Jurisdiction	 	 	20	 












 



 


SHARE PURCHASE AGREEMENT




          This Agreement dated July 7, 2008 is made




BETWEEN





	(1)	 	VISTEON UK LIMITED, a company incorporated in England (Company Number
3935326) whose registered office is at Endeavour Drive, Basildon,
Essex, SS14 3WF (the “Seller”); and
	 
	(2)	 	LINAMAR UK HOLDINGS INC., a company incorporated in Ontario, Canada
(Ontario Corporation Number 002176570) whose registered office is at
287 Speedvale Avenue West, Guelph, Ontario, Canada (the “Buyer”); and
	 
	(3)	 	VISTEON SWANSEA LIMITED, a company incorporated in England (Company
Number 6607794) whose registered office is at Endeavour Drive,
Basildon, Essex, SS14 3WF (the “Corporation”).





RECITALS



A. The Corporation purchased the Assets and the Business as a going concern from the Seller on the
terms of a business purchase agreement (the “Business Purchase Agreement”) entered into on the
Completion Date.



B. Since the Completion Date, the Corporation has carried on the Business as a going concern.



C. Earlier on the date hereof (effective 11:59 p.m.), the Seller and the Corporation entered into
the Excluded Assets and Liabilities Transfer Agreement.



D. Earlier on the date hereof (effective immediately following 11:59 p.m. (the “Subscription
Time”)), the Seller subscribed for additional fully-paid shares in the capital of the Corporation
for an aggregate subscription price equal to the Closing Payment.



E. The Seller is the registered and beneficial owner of all of the Shares in the capital of the
Corporation.



F. The Buyer is willing to purchase and the Seller is willing to sell the Shares on and subject to
the terms and conditions contained in this Agreement.



G. The Corporation is a party to this Agreement for the purposes of paragraph 1.3 of Schedule 10
only.




          For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged
by each Party, the Parties agree as follows:










 



 




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ARTICLE 1




DEFINITIONS



1.1 Definitions.




     (a) In this Agreement the following words and expressions shall have the following meanings:




“After-Acquired Assets” means any and all assets acquired by the Corporation at any time
since Completion.




“Agreed Documents” means this Agreement, the Share Sale Disclosure Letter, the Transitional
Services Agreement, and all the agreed form documents referred to in this Agreement.




“Agreement” means this share purchase agreement and all the Schedules attached hereto.




“BPA Agreed Documents” means the “Agreed Documents”, as such term is defined in the Business
Purchase Agreement.




“Business” means the business of the production and sale of automotive power transfer units,
transfer cases and axles carried on by the Corporation at and from the Premises.




“Business Purchase Agreement” has the meaning set out in Recital A.




“Buyer’s Group” means the Buyer, and, at any relevant time, any subsidiary undertaking of
the Buyer, any parent undertaking of the Buyer and any subsidiary undertaking of any parent
undertaking of the Buyer and any associated undertaking of any such person.




“Buyer’s Indemnified Parties” means the Buyer, each other member of the Buyer’s Group and
their respective directors, officers, employees and agents.




“Buyer’s Solicitors” means Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 2800,
Commerce Court West, Toronto Ontario, Canada M5L 1A9 and Wragge & Co LLP, 3 Waterhouse
Square, 142 Holborn, London EC1N 2SW, England.




“Closing” means the completion of the purchase and sale of the Shares in accordance with the
provisions of this Agreement.




“Closing Date” means the date of this Agreement.




“Closing Payment” means the sum of US$2,150,000 payable and paid by Visteon UK to the
Corporation in respect of Visteon UK’s subscription for additional shares in the capital of
the Corporation.




“Closing Time” means the time that is immediately following the Subscription Time on the
Closing Date.




“Competent Authority” means:




(a) any domestic or foreign government, whether national, federal, provincial,
state, territorial, municipal or local (whether administrative, legislative,
executive or otherwise);









 



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(b) any agency, authority, ministry, department, regulatory body, court or other
instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or
administrative powers or functions of, or pertaining to, government;




(c) any court, commission, individual, arbitrator, arbitration panel or other body
having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar
functions; and




(d) any other body or entity created under the authority of or otherwise subject to
the jurisdiction of any of the foregoing, including any securities exchange,




in each case having jurisdiction over a party to, or any aspect of this Agreement, the
Agreed Documents, the Business or the Shares.




“Completion Date” means the date on which the sale and purchase of the Business and the
Assets was completed pursuant to the Business Purchase Agreement.




“Confidential Business Information” means all or any information of a secret or proprietary
or confidential nature (in whatever form stored, maintained or communicated) Related to the
Business which is at the Closing Date within the Seller’s possession or knowledge, including
information relating to:




	 	(a)	 	the business methods, technical processes, corporate plans, management systems,
finances, new business opportunities or development projects of the Business;
	 
	 	(b)	 	the marketing or sales of any past or present or future products, goods or
services of the Business including customer names and lists and other details of
customers, sales targets, sales statistics, market share statistics, prices, market
research reports and surveys and advertising and other promotional materials;
	 
	 	(c)	 	future projects, business development or planning, commercial relationships and
negotiations of the Business; or
	 
	 	(d)	 	any trade secrets or other information relating to the provision of any product
or service of the Business.





     “Confidential Information” means, in relation to a party (the “Discloser”):




	 	(a)	 	all information of a confidential nature, in whatever form communicated or
maintained, whether orally, in writing, electronically, in computer readable form or
otherwise, that the Discloser discloses to, or that is gathered by inspection by a
party (the “Recipient”) or any of the Recipient’s Representatives in the course of the
Recipient’s review of the transactions contemplated by this Agreement, whether provided
before or after the date of this Agreement, including information that contains or
otherwise reflects information concerning the Discloser or its businesses, affairs,
financial condition, assets, liabilities, operations, prospects or activities, and
specifically includes financial information, budgets, business plans, ways of doing
business, business results, prospects, customer lists, forecasts, engineering reports,
environmental reports, evaluations, legal opinions, names of venture partners and
contractual parties, and any information provided to the Discloser by third parties
under circumstances in which the Discloser has an obligation to protect the
confidentiality of such information where the Discloser has made such obligation known
to the Recipient;










 



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	 	(b)	 	all plans, proposals, reports, analyses, notes, studies, forecasts,
compilations or other information, in any form, that are based on, contain or reflect
any Confidential Information regardless of the identity of the person preparing the
same;
	 
	 	(c)	 	all Non-Patented IP licensed to the Corporation and Engineering Design Tools
licensed to the Corporation in accordance with Schedule 6 of the Business Purchase
Agreement;
	 
	 	(d)	 	the terms of this Agreement; and
	 
	 	(e)	 	the fact that discussions or negotiations are or may be taking place with
respect to possible commercial arrangements between Buyer’s Group and Ford Motor
Company and/or its affiliates, the proposed or actual terms of any such commercial
arrangements and any legal or other documentation and the status of any such
discussions or negotiations;





but does not include any information that:




	 	(f)	 	is at the time of disclosure to the Recipient or thereafter becomes generally
available to the public, other than as a result of a disclosure by the Recipient or any
of the Recipient’s Representatives in breach of this Agreement;
	 
	 	(g)	 	is or was received by the Recipient from a source other than the Discloser or
its Representatives if such source is not known to the Recipient to be prohibited from
disclosing the information to the Recipient by a confidentiality agreement with, or a
contractual, fiduciary or other legal confidentiality obligation to, the Discloser; or
	 
	 	(h)	 	was known by the Recipient prior to disclosure in connection with the
transactions contemplated by this Agreement and was not subject to any contractual,
fiduciary or other legal confidentiality obligation to the Discloser on the part of the
Recipient,






provided that sub-clauses (f), (g) and (h) of this definition of “Confidential Information”
shall not apply in respect of information referred to in sub-clause (e) of this definition.




“Excluded Assets and Liabilities Transfer Agreement” means the agreement so entitled between
the Seller and the Corporation entered into on the Closing Date (effective 11:59 p.m.).




“Freehold Premises” means the premises referred to in part 1 of Schedule 4.




“Indemnified Party” means a person whom the Seller or the Buyer, as the case may be, is
required to indemnify under this Agreement.




“Indemnifying Party” means, in relation to an Indemnified Party, the Party to this Agreement
that is required to indemnify such Indemnified Party under this Agreement.




“Leases” means the leases listed in part 2 of Schedule 4.




“Leasehold Premises” means the property leased by the Seller, details of which are listed at
part 2 of Schedule 4.




“Leasehold Transfers” means the TR1s relating to the transfers of the Leasehold Premises by
the Seller to the Corporation in the agreed form.




“Licences to Assign” means the licences granted by the landlord of the Leasehold Premises
consenting to the Leasehold Transfers in the agreed form.









 



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“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or
writ of any Competent Authority.




“Ordinary Course of Business”, when used in relation to the taking of action by the
Corporation means that the action:




(a) is consistent in nature, scope and magnitude with the past practices of the
Seller in relation to the Business prior to the Completion Date and is taken in the
ordinary course of the normal day-to-day operations of the Business;




(b) is similar in nature, scope and magnitude to actions customarily taken in the
ordinary course of the normal day-to-day operations of the other persons that are in
lines of business that are the same as the Business; and




(c) does not require authorisation of the shareholders of the Corporation or any
other separate or special authorisation of any nature.




“Party” means a party to this Agreement and any reference to a Party includes its successors
and permitted assigns and “Parties” means every Party.




“Permits” means together the waste management licence/waste disposal licence number
WV1/E/L/VIS0001/04/27 dated 8 August 2005 (“Waste Management Licence”) and greenhouse gas
emissions permit number GB-EA-ETCOT-1160 dated 1/1/2008 (“Greenhouse Gas Permit”) referred
to in Schedule 12 of the Business Purchase Agreement.




“Premises” means the Freehold Premises together with the Leasehold Premises.




“Purchase Price” has the meaning set out in clause 2.2.




“Seller’s Group” means the Seller and, at any relevant time, any subsidiary undertaking of
the Seller, any parent undertaking of the Seller and any subsidiary undertaking of any
parent undertaking of the Seller and any associated undertaking of any such person.




“Seller’s Indemnified Parties” means the Seller and the other member of the Seller’s Group
and their respective directors, officers, employees and agents.




“Seller’s Solicitors” means Hammonds LLP of Rutland House, 148 Edmund Street, Birmingham, B3
2JR.




“Shares” means the 1,078,441 ordinary shares of £1.00 each in the capital of the Corporation
registered in the name of the Seller.




“Share Sale Disclosure Letter” means the letter in the agreed form dated the same date as
this Agreement from the Seller to the Buyer disclosing information constituting exceptions
to the Warranties contained in this Agreement.




“Subscription Time” has the meaning set out in Recital D.




“Surrender Documents” means the surrender documents relating to the Leasehold Premises at:




	 	(a)	 	Eastern Car Park, Fabian Way, Crymlyn Burrows, Neath, Swansea
comprised in a lease dated 14 January 2005 and made between Gracelands
Investments Limited (1) and the Seller (2), and










 



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	 	(b)	 	the Sprinkler Tanks, Fabian Way, Crymlyn Burrows, Neath,
Swansea comprised in a lease dated 14 January 2005 and made between Gracelands
Investments Limited (1) and the Seller (2),






such documents to be in the agreed form.




“Transfer” means the lawful transfer of the Permits to the Corporation as required by any
Environmental Law.




“Transitional Services Agreement” means the transitional services agreement, in agreed form,
to be entered between the Seller and the Corporation on the Closing Date under which the
Seller agrees to continue to provide certain transitional support facilities to the Buyer
for a period of up to 12 months from the Closing Time.




“Third Party Claim” has the meaning set out in clause 5.4.




“Warranties” means the warranties contained in Schedule 1.




“Warranty Claim” means a claim by the Buyer for breach of any of the Warranties, and
includes a claim for indemnification under clause 3.1(5).



     (b) In this Agreement the following capitalized words and expressions have the meanings
ascribed to them in the Business Purchase Agreement immediately prior to Completion on the
Completion Date:



	 	 	 
	(i)

	 	“Applicable Law”;
	(ii)

	 	“Assets”;
	(iii)

	 	“Business Day”;
	(iv)

	 	“Business IP Licences”;
	(v)

	 	“Completion”;
	(vi)

	 	“Contracts”;
	(vii)

	 	“Employees”;
	(viii)

	 	“Engineering Design Tools”;
	(ix)

	 	“Intellectual Property”
	(x)

	 	“Law”;
	(xi)

	 	“Leased Assets”;
	(xii)

	 	“Leasing Agreements”;
	(xiii)

	 	“Legal Proceeding”;
	(xiv)

	 	“Licences”;
	(xv)

	 	“Losses”;
	(xvi)

	 	“Non-Patented IP”;
	(xvii)

	 	“Patents”;
	(xviii)

	 	“Records;”
	(xix)

	 	“Related to the Business”;
	(xx)

	 	“Representative”;
	(xxi)

	 	“Security Interest”;
	(xxii)

	 	“Stock”;
	(xxiii)

	 	“Tax” or “Taxation”;
	(xxiv)

	 	“Third Party Intellectual Property Rights”; and
	(xxv)

	 	“Threatened”.












 



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     (c) In this Agreement, capitalized words and expressions which are not defined herein and are
defined in the Business Purchase Agreement shall, unless the context otherwise requires, have the
meanings ascribed to them in the Business Purchase Agreement.


1.2 Additional Rules of Interpretation.




     (1) Any reference to a statute, statutory provision or subordinate legislation shall be
construed as referring to that statute, statutory provision or subordinate legislation as in force
at the date of this Agreement and shall also be construed as referring to any previous statute,
statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or
replaced by such statute, statutory provision or subordinate legislation.



     (2) Any reference to a statutory provision shall be construed as including references to all
statutory instruments, orders, regulations or other subordinate legislation made pursuant to that
statutory provision.



     (3) Unless the context otherwise requires:




	 	(a)	 	words denoting the singular include the plural and vice versa;
	 
	 	(b)	 	words denoting any gender include all other genders;
	 
	 	(c)	 	any reference to “persons” is to be broadly interpreted and
includes individuals, bodies corporate, companies, partnerships, unincorporated
associations, firms, trusts, Competent Authorities and all other legal
entities;
	 
	 	(d)	 	all references to time are to London time;
	 
	 	(e)	 	wherever the words “include”, “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words
“without limitation” and the words following “include”, “includes” or
“including” shall not be considered to set forth an exhaustive list;
	 
	 	(f)	 	the words “hereof”, “herein”, “hereto”, “hereunder”, “hereby”
and similar expressions shall be construed as referring to this Agreement in
its entirety and not to any particular clause or portion of it;
	 
	 	(g)	 	all references herein to any agreement (including this
Agreement), document or instrument mean such agreement, document or instrument
as amended, supplemented, modified, varied, restated or replaced from time to
time in accordance with the terms thereof and, unless otherwise specified
therein, includes all schedules and exhibits attached thereto; and
	 
	 	(h)	 	any reference to a party is to a party to this Agreement and
includes its successors and permitted assigns.





     (4) Clause headings are for convenience only and shall not affect the interpretation of this
Agreement. Any reference to a clause, sub-clause, paragraph or schedule is to the relevant clause,
sub-clause, paragraph or schedule of this Agreement.



     (5) The schedules to this Agreement shall for all purposes form part of this Agreement.



     (6) Any reference to a document being in the “agreed form” means a document in a form agreed
by the Parties and initialled by, or on behalf of, each of them for the purposes of identification.









 



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     (7) In this Agreement, a period of days shall be deemed to begin on the first day after the
event which began the period and to end at 5:00 p.m. London time on the last day of the period. If
any period of time is to expire hereunder on any day that is not a Business Day, the period shall
be deemed to expire at 5:00 p.m. London time on the next succeeding Business Day.



     (8) Where any representation, warranty or other statement in this Agreement is expressed to be
made by the Seller to its knowledge or is otherwise expressed to be limited in scope to facts or
matters known to the Seller or of which the Seller is aware, it shall mean such knowledge as is
actually known to, or which would, based upon reasonable inquiries of the following individuals,
have been known to the Seller:




	 	(a)	 	in relation to all of the Warranties in Schedule 1, Steve
Gawne, Michael Sharnas, Jaime Knizacky, Clifford Peterson;
	 
	 	(b)	 	in relation to the Warranties at paragraph 2.6 (Intellectual
Property) of Schedule 1 only, Dan Sepanik;
	 
	 	(c)	 	in relation to the Warranties at paragraph 6 (Employment) of
Schedule 1 only, Len Drury and Matthew Evans;
	 
	 	(d)	 	in relation to the Warranties at paragraph 7 (Property) of
Schedule 1 only, Willi Helgers; and
	 
	 	(e)	 	in relation to the Warranties at paragraph 8 (Environmental
Matters) of Schedule 1 only, David Neil.
	 
	 	(f)	 	in relation to the Warranties at paragraph 9 (Taxation) of
Schedule 1 only, Robert Aprilliano.





ARTICLE 2




SALE AND PURCHASE OF SHARES



2.1 Purchase and Sale. At the Closing Time, on and subject to the terms and conditions of this
Agreement, the Seller shall sell to the Buyer with full title guarantee, and the Buyer shall
purchase from the Seller, the Shares.



2.2 Amount of Purchase Price. The aggregate price payable by the Buyer to the Seller for the
Shares is £1 (the “Purchase Price”).



2.3 Payment of Purchase Price. The Buyer shall pay and has paid the Purchase Price to the Seller
at the Closing Time, the receipt and sufficiency of which are hereby acknowledged by the Seller.




ARTICLE 3




WARRANTIES



3.1 Warranties of the Seller.




     (1) As a material inducement to the Buyer’s entering into this Agreement and completing the
transactions contemplated by this Agreement and acknowledging that the Buyer is entering into this
Agreement in reliance upon the warranties of the Seller set out in Schedule 1, the Seller warrants
to the









 



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Buyer in the terms of the Warranties set out in Schedule 1 as at the Closing Date, subject
only to the limitations and qualifications set out in Schedule 10.




     (2) Each of the Warranties shall be construed as a separate and independent Warranty and,
except where expressly stated, shall not be limited or restricted by reference to or inference from
the terms of any other Warranty or any other provision of this Agreement. The Warranties shall not
in any respect be extinguished or affected by Closing.



     (3) Except where the context otherwise requires any reference in the Warranties to the
Business or the Assets shall be construed as a reference to the Business or the relevant Assets as
at the Closing Date.



     (4) The Seller agrees with the Buyer to waive any claim or remedy or right to which the Seller
may have in respect of any misrepresentation, inaccuracy or omission in or from any information or
advice supplied by any of the Employees for the purpose of assisting the Seller in giving any
warranty, representation, undertaking or covenant, in preparing the Share Sale Disclosure Letter
and in entering into this Agreement, or any agreement or document entered into pursuant to this
Agreement.



     (5) Subject to the limitations and qualifications set out in Schedule 10, the Seller shall
indemnify and keep indemnified the Buyer’s Indemnified Parties against any and all Losses suffered
or incurred by any of them arising out of any breach of any of the Warranties other than Warranties
9.10 and 9.11 (in respect of capital allowances).



     (6) Subject to the limitations and qualifications set out in Schedule 10, the Seller shall
indemnify and keep indemnified the Buyer’s Indemnified Parties against any and all Losses suffered
or incurred by any of them arising out of any breach of either or both of Warranties 9.10 and 9.11
and in which case the amount of the indemnity payment received by the Buyer’s Indemnified Parties
in respect of each such breach shall be not less than the amount of Tax which would (on the basis
of Tax rates current at the date of such Loss) have been saved if such breach had not occurred,
assuming for this purpose that the Buyer had sufficient profits or was otherwise in a position to
use the capital allowances to reduce any liability to Tax at the date of such Loss.


3.2 Warranties of the Buyer.




     (1) The Buyer warrants to the Seller as follows:




	 	(a)	 	Incorporation and Corporate Power. The Buyer is a corporation
incorporated, organized and subsisting under the laws of Ontario. The Buyer
has the corporate power, authority and capacity to execute and deliver this
Agreement and all other agreements and instruments to be executed by it as
contemplated herein and to perform its obligations under this Agreement and
under all such other agreements and instruments.
	 
	 	(b)	 	Authorization by Buyer. The execution and delivery of this
Agreement and all other agreements and instruments to be executed by it as
contemplated herein and the completion of the transactions contemplated by this
Agreement and all such other agreements and instruments have been duly
authorized by all necessary corporate action on the part of the Buyer.
	 
	 	(c)	 	Enforceability of Obligations. This Agreement constitutes a
valid and binding obligation of the Buyer enforceable against the Buyer in
accordance with its terms.










 



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	 	(d)	 	Absence of Conflicting Agreements. There are no agreements
(including its articles of incorporation or other constating documents), court
orders or any other restrictions of any kind that prohibit or restrict the
Buyer’s ability to enter into and perform this Agreement.
	 
	 	(e)	 	Provision of Employee Consultation Information. The Buyer
provided to the Seller prior to the Completion Date all such information and at
such time as to enable the Seller to comply with its obligations under
Regulation 13 of the Transfer Regulations in connection with the transactions
contemplated by the Business Purchase Agreement.





     (2) The Buyer shall indemnify and keep indemnified the Seller’s Indemnified Parties, against
any Losses which any of them suffers or incurs arising out of any breach by the Buyer of the
warranties in clause 3.1(1).



ARTICLE 4




CLOSING ARRANGEMENTS



4.1 Closing. The sale and purchase of the Shares shall be completed at the offices of the Seller’s
Solicitors on the Closing Date (or at such other time or such other place as may be agreed by the
Seller and the Buyer) when each of the events set out in clause 4.2 shall occur.



4.2 Closing Deliveries.




     (1) On Closing the Seller shall deliver or cause to be delivered to the Buyer:




	 	(a)	 	minutes of a meeting of the board of directors of the Seller
authorising the execution and performance of this Agreement and each of the
Agreed Documents and the performance of each of the matters contemplated by
this Agreement and the Agreed Documents;
	 
	 	(b)	 	the certificate or certificates representing the Shares;
	 
	 	(c)	 	a transfer of the Shares in agreed form, duly executed by the
Seller;
	 
	 	(d)	 	all statutory books and registers, minute books, share
certificate books and corporate seals of the Corporation;
	 
	 	(e)	 	a true copy of the Excluded Assets and Liabilities Transfer
Agreement duly executed by the Seller and the Corporation;
	 
	 	(f)	 	a true copy of the Transitional Services Agreement duly
executed by the Seller and the Corporation;
	 
	 	(g)	 	a written resignation and release of all claims against the
Corporation, in agreed form, duly executed by each director and officer of the
Corporation designated by the Buyer;
	 
	 	(h)	 	a guarantee in agreed form duly executed by Visteon Corporation
in favour of the Buyer and the Corporation, guaranteeing on the terms set out
therein the performance by the Seller and/or Visteon Global Technologies, Inc.,
as the case may be, of their obligations contained in this Agreement, the
Agreed Documents,










 



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	 	 	 	the Business Purchase Agreement, the BPA Agreed Documents and the Excluded
Assets and Liabilities Transfer Agreement, as the case may be;
	 
	 	(i)	 	the duly completed Licences to Assign executed by the landlord
of the Leasehold Premises;
	 
	 	(j)	 	the duly completed Leasehold Transfers;
	 
	 	(k)	 	the duly completed Surrender Documents;
	 
	 	(l)	 	the TR1 relating to the Freehold Premises; and
	 
	 	(m)	 	the title deeds and documents relating to the Premises listed
in part 3 of Schedule 4





     (2) On Closing the Buyer shall deliver or cause to be delivered to the Seller:




	 	(a)	 	written resolution of the board of directors of the Buyer
authorising the execution and performance of this Agreement and each of the
Agreed Documents and the performance of each of the matters contemplated by
this Agreement and the Agreed Documents;
	 
	 	(b)	 	the payment referred to in clause 2.3; and
	 
	 	(c)	 	a guarantee in the agreed form duly executed by Linamar
Corporation in favour of the Seller, guaranteeing on the terms set out therein:
(i) the performance by the Buyer of its obligations contained in this Agreement
and the Agreed Documents, and (ii) the performance by the Corporation of its
obligations contained in the Business Purchase Agreement, the BPA Agreed
Documents and the Excluded Assets and Liabilities Transfer Agreement, as the
case may be.




4.3 Further Assurance. Without prejudice to the other provisions of this Agreement each Party
shall, so far as it is reasonably able, from time to time and at the requesting Party’s expense, do
(or procure to be done) all such other things and/or execute and deliver (or procure to be executed
and delivered) all such other documentation as may be reasonably required for the purpose of giving
full effect to this Agreement.



4.4 Change of Name. The Buyer shall procure that the name of the Corporation shall be changed to a
name not incorporating the name “Visteon” within 10 Business Days of the Completion Date.




ARTICLE 5




INDEMNIFICATION,



5.1 Indemnity by the Buyer. The Buyer shall indemnify and keep indemnified the Seller’s
Indemnified Parties from and against all Losses suffered or incurred by any of them arising out of
any breach or non-fulfilment of any warranty, covenant or agreement on the part of the Buyer
contained in this Agreement or the Agreed Documents.



5.2 Indemnity by the Seller. The Seller shall indemnify and keep indemnified the Buyer’s
Indemnified Parties from and against all Losses suffered or incurred by any of them arising out of:










 



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     (1) any breach or non-fulfilment of any warranty, covenant or agreement on the part of the
Seller contained in this Agreement or the Agreed Documents;



     (2) any claim made by Employees who are immediately before the Transfer Time members of the
New Hire Section of the Visteon UK Pension Plan (as defined under the rules of that Plan) (“New
Hire Employees”), that they are entitled to receive from the Corporation or the Buyer benefits of a
comparable nature to either Medical Disability Retirement, Voluntary Early Retirement or Special
Early Retirement (as such terms are defined in the Visteon UK Pension Plan), as a result of the
notice entitled “Visteon New Hire (VNH) — Improved Conditional Offer” and dated 27 June 2008, which
is included in the Disclosure Bundle Index at tab 2 and notwithstanding that such New Hire
Employees are not entitled to Medical Disability Retirement, Voluntary Early Retirement or Special
Early Retirement under the rules of the Visteon UK Pension Plan;



     (3) any benefits which would have been payable to Jonathan Mark Elliott and Lyndon Roberts
(“VNH Employees”) under the Seller’s PHI policy with UNUM which is applicable to employees on New
Hire terms (the “UNUM Policy”) to the extent that they would have been covered under the UNUM
Policy had the transfer of the Corporation to the Buyer not taken place provided that the VNH
Employees remain away from work due to their current ill-health conditions and the Buyer has used
reasonable endeavours to obtain cover for the VNH Employees under a permanent health policy which
provides equivalent benefits and at equivalent cost to the UNUM Policy and has failed to secure
such cover due to the VNH Employees existing conditions;



     (4) any enhancement to the pension payable to Mr Peter Dicks under a pension scheme sponsored
by the Corporation or the Buyer as a result of his early retirement from employment with the
Corporation on the grounds of ill health or incapacity, where the principal medical basis for the
retirement is a condition which existed during his employment with the Seller or the Corporation
prior to the Closing Date; and



     (5) any breach by the the Corporation of Environmental Law arising directly from the fact that
the Permits have not Transferred to the Corporation at the Completion Time, to the extent that such
Losses relate to the period after the Closing Time, provided that the Seller shall have no
liability in respect of such Losses to the extent that such Losses:




	 	(a)	 	arise directly from or are increased by any act or omission or
failure to act on the part of the Corporation in connection with the Transfer
or attempted Transfer of the Permits to the Corporation, or the failure or
refusal by the Corporation to give its consent pursuant to clause 6.1(17)(d);
or
	 
	 	(b)	 	arise directly from or are increased by any additional
restriction, condition, emission or control measure, or other limitation on the
operation of the Business at the Premises in respect of any Order of any
Competent Authority, arising directly or indirectly out of or in connection
with the Transfer of the Permits to the Corporation (“Additional
Restrictions”), to the extent that such Additional Restrictions would have been
imposed had the Permits been effectively Transferred in accordance with
Environmental Law to the Corporation at the Completion Time.




5.3 Notice of Claim. If any matter or circumstance arises or occurs which might result in an
indemnification liability hereunder on the part of an Indemnifying Party, the Indemnified Party
shall, as soon as reasonably practicable after becoming aware of any such matter or circumstance,




     (1) notify the Indemnifying Party of any such matter or circumstance, giving reasonable detail
of the matter or circumstance in question and the estimated amount of such claim, and









 



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     (2) give the Indemnifying Party the opportunity to remedy the matter or circumstance within a
reasonable period of time but in no event later than within a period of three (3) months after
receipt of such notice.


5.4 Third Party Claim. If a third party (including any Competent Authority) asserts a claim
against an Indemnified Party which might result in an indemnification liability hereunder on the
part of an Indemnifying Party (a “Third Party Claim”), the following shall apply in addition to
clause 5.3:




     (1) the Indemnified Party shall, as soon as reasonably practicable, notify the Indemnifying
Party of any such Third Party Claim;



     (2) the Indemnified Party shall, as soon as reasonably practicable after receipt by it,
provide to the Indemnifying Party a copy of the Third Party Claim or demand and of all time
sensitive documents;



     (3) the Indemnified Party shall not unreasonably do anything which prejudices or may
reasonably be expected to prejudice the ability of the Indemnifying Party to defend such Third
Party Claim successfully;



     (4) no settlements, acknowledgements, admissions of liability or waivers shall be made by
either the Indemnified Party or the Indemnifying Party without the prior written consent of the
other Party (which consent shall not be unreasonably withheld or delayed); and



     (5) the Indemnifying Party shall have the right, at its expense, to participate in but not
control the negotiation, settlement or defence of the Third Party Claim, which control shall rest
at all times with the Indemnified Party, unless the Indemnifying Party irrevocably assumes control,
in writing, of the negotiation, settlement or defence of the Third Party Claim, in which case:




	 	(a)	 	the Indemnifying Party may assume such control at its expense
through counsel of its choice and shall reimburse the Indemnified Party for all
of the Indemnified Party’s out-of-pocket expenses incurred as a result of such
assumption of control; and
	 
	 	(b)	 	the Indemnified Party shall allow the Indemnifying Party to
participate in all negotiations and correspondence with such third party and
shall conduct proceedings in respect of such Third Party Claim in accordance
with the Indemnifying Party’s instructions provided that the Indemnified Party
shall continue to have the right to participate in the negotiation, settlement
or defence of such Third Party Claim and to retain counsel to act on its behalf
(provided that the fees and disbursements of such counsel shall be paid by the
Indemnified Party unless the Indemnifying Party consents to the retention of
such counsel at its expense or unless the named parties to any action or
proceeding include both the Indemnifying Party and the Indemnified Party and a
representation of both the Indemnifying Party and the Indemnified Party by the
same counsel would be inappropriate due to the actual or potential differing
interests between them (such as the availability of different defences), in
which case the fees and disbursements of such counsel shall be paid by the
Indemnifying Party).





     (6) In order to enable the Indemnifying Party to properly assess the benefits of the Third
Party Claim and the chances of any litigation, and to proceed with the litigation, the Indemnified
Party shall, upon the Indemnifying Party’s reasonable request during normal business hours and upon
reasonable notice, without undue delay furnish copies of all relevant information, grant the right
to inspect the books and the documents and allow interviews of the employees of the Indemnified
Party, provided that the Indemnifying Party shall keep business and trade secrets and other
confidential information









 



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confidential and shall not use these secrets for any purpose other than that contemplated
under this clause (1).




     (7) If, having elected to assume control of the negotiation, settlement or defence of the
Third Party Claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement
or defence with reasonable diligence, then the Indemnified Party shall be entitled to assume such
control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party
with respect to such Third Party Claim.



     (8) If any Third Party Claim is of a nature such that the Indemnified Party is required by
Applicable Law or any Order, to make a payment to any person with respect to the Third Party Claim
before the completion of settlement negotiations or related legal proceedings, as the case may be,
then the Indemnified Party may make such payment and the Indemnifying Party shall, promptly after
demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount
of any liability of the Indemnified Party under the Third Party Claim in respect of which such a
payment was made, as finally determined, is less than the amount which was paid by the Indemnifying
Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the
difference from the party to whom the payment was made, pay the amount of such difference to the
Indemnifying Party.



ARTICLE 6




GENERAL



6.1 General




     (1) All provisions of this Agreement shall not merge on Closing but shall survive the
execution, delivery and performance of this Agreement, the Closing and the execution and delivery
of any transfer documents or other documents of title to the Shares and all other agreements,
certificates and instruments delivered pursuant to this Agreement and the payment of the Purchase
Price.



     (2) Except where this Agreement provides otherwise, each party shall pay its own costs
relating to or in connection with the negotiation, preparation, execution and performance by it of
this Agreement and of each agreement or document entered into pursuant to this Agreement and the
transactions contemplated by this Agreement (including the due diligence exercise conducted prior
to Closing).



     (3) No variation of this Agreement or any agreement or document entered into pursuant to this
Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Buyer
and Seller.



     (4) No delay, indulgence or omission in exercising any right, power or remedy provided by this
Agreement or by law shall operate to impair or be construed as a waiver of such right, power or
remedy or of any other right, power or remedy. No waiver shall be valid unless in writing and
signed by or on behalf of each of the Parties to be bound by the waiver. The waiver by a party of
any default, breach or non-compliance under this Agreement will not operate as a waiver of that
party’s rights under this Agreement in respect of any continuing or subsequent default, breach or
non-observance (whether of the same or any other nature).



     (5) No single or partial exercise or non-exercise of any right, power or remedy provided by
this Agreement or by law shall preclude any other or further exercise of such right, power or
remedy or of any other right, power or remedy.



     (6) The provisions of this Agreement insofar as they have not been performed at Closing shall
remain in full force and effect notwithstanding Closing.









 



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     (7) This Agreement and each of the agreements and documents executed pursuant to this
Agreement shall be binding upon and enure for the benefit of the successors and permitted assigns
of the Parties.



     (8) If any provision of this Agreement is or becomes illegal, invalid or unenforceable under
the law of any jurisdiction, that shall not affect or impair:




	 	(a)	 	the legality, validity or enforceability in that jurisdiction
of any other provision of this Agreement; or
	 
	 	(b)	 	the legality, validity or enforceability under the law of any
other jurisdiction of that or any other provision of this Agreement.





     (9) If any party defaults in the payment when due of any sum payable under this Agreement
(whether determined by agreement or pursuant to an order of a court or otherwise) its liability
shall be increased to include interest on such sum from the date when such payment is due up to and
including the date of actual payment (after as well as before judgement) at an annual rate of 3 per
cent. above the base rate from time to time of Barclays Bank plc. Such interest shall accrue from
day to day.



     (10) No person who is not a party to this Agreement shall have any right to enforce this
Agreement or any agreement or document entered into pursuant to this Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999, save that (i) the Buyer’s Indemnified Parties and the
Seller’s Indemnified Parties shall be entitled to enforce any term of this Agreement which
expressly or by implication confers any benefit on it; and (ii) the Employees shall be entitled to
enforce any benefit conferred on them by clause 3.1(4), under the Contracts (Rights of Third
Parties) Act 1999.



     (11) The rights, remedies, powers and privileges herein provided to a party are cumulative and
in addition to and not exclusive of or in substitution for any rights, remedies, powers and
privileges otherwise available to that party.



     (12) Notwithstanding the provisions of clause 6.1(11), the Buyer agrees and acknowledges that
rescission shall not be available as a remedy for breach of this Agreement and agrees not to claim
that remedy.



     (13) Time shall be of the essence of this Agreement in all respects.



     (14) Nothing contained in this Agreement and no action taken by the Parties under this
Agreement shall create a partnership or establish a relationship of principal and agent or any
other fiduciary relationship between the Parties.



     (15) If any Employee who is employed on New Hire Terms (“NHT Employee”) had a first date of
absence on sickness at a time when the Corporation was under the Seller’s ownership or at a time
when the NHT Employee was employed by the Seller and continues to be absent on or after the Closing
Time, the Seller will use all reasonable endeavours to obtain benefits for such NHT Employee under
the UNUM Policy. For the avoidance of doubt, this shall include Employees who may have returned to
work after such period of absence and are subsequently absent owing to the same, or an associated
cause.



     (16) Transfer of Emissions Trading Scheme Allowances. The Seller undertakes that it will:




	 	(a)	 	Transfer the Greenhouse Gas Permit to the Corporation as soon
as reasonably practicable following the Closing Date and in any event in
accordance with clause 6.1(17); and










 



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	 	(b)	 	within the later of 5 working days of the Closing Date and the
date upon which the Buyer opens an appropriate account to receive the
allowances allocated at the date of the Permit in respect of the installation
or installations at the Premises and the second scheme phase covered by the
Greenhouse Gas Emissions trading scheme regulations 2005, Transfer all those
allowances to the Corporation at no cost to the Corporation .






All expressions used in this paragraph 6.1(16) shall be interpreted in accordance
with the Greenhouse Gas Emissions Trading Scheme Regulations 2005.



     (17) Transfer of Licences.




	 	(a)	 	The Seller shall prepare and be responsible for, at its own
cost, the applications (with all supporting documentation) for the Transfer and
the Corporation shall provide all reasonable assistance to the Seller in
connection therewith.
	 
	 	(b)	 	Within 5 Business Days of the date of this Agreement, the
Corporation and the Seller shall, to the extent that it is within their
respective power so to do, procure the submission to the relevant Competent
Authority of a completed joint application by the Seller and the Corporation
for the Transfer.
	 
	 	(c)	 	The Seller shall use all reasonable endeavours to effect the
Transfer, subject always to compliance by the Seller with sub-clause 6.1(17)(d)
below, and the Corporation shall provide all reasonable assistance to the
Seller in connection therewith.
	 
	 	(d)	 	The Seller shall not agree to any alteration of the terms and
conditions of nor accept any greater liability under the Permits without the
prior written consent of the Corporation acting in its absolute discretion.




6.2 Confidential Information.




     (1) Each party shall treat confidentially and not disclose, and shall cause each of its
Representatives to treat confidentially and not disclose, other than as expressly contemplated by
this Agreement or as required by Law or any Competent Authority or the rule of any securities
exchange, any Confidential Information of the other party.



     (2) A party may disclose Confidential Information only to those of its Representatives who
need to know such Confidential Information for the purpose of implementing the transaction
contemplated by this Agreement. No party shall use, nor permit its Representatives to use,
Confidential Information for any other purpose.



     (3) The Seller shall not at any time after the Closing Date use or disclose or permit there to
be disclosed any Confidential Business Information provided that this clause shall not apply if and
to the extent that:




	 	(a)	 	such Confidential Business Information has come into the public
domain (other than as a result of breach of any obligation of confidence by the
Seller); or
	 
	 	(b)	 	any disclosure of such Confidential Business Information has
been authorised in writing by the Buyer in advance; or
	 
	 	(c)	 	disclosure of the Confidential Business Information concerned
is required:










 



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	 	(i)	 	by law or any Competent Authority or by
the rules of any securities exchange; or






	 	(ii)	 	for the purposes of any dispute or
claim in connection with this Agreement or any other Agreed
Document.




6.3 Announcements




     (1) Subject to clause 6.3(2) the Parties shall not make or authorise any public announcement
concerning the terms of or any matters contemplated by or ancillary to this Agreement without the
prior written consent of the other party such consent not to be unreasonably withheld or delayed.



     (2) A party may make or authorise an announcement if the announcement is required by law or
any securities exchange or regulatory or governmental body (whether or not such requirement has the
force of law).


6.4 Assignment




     (1) No party may assign, transfer, charge, make the subject of a trust or deal in any other
manner with any of its rights under it or purport to do any of the same nor sub-contract any or all
of its obligations under this Agreement without the prior written consent of the other party, such
consent not to be unreasonably withheld or delayed.



     (2) Notwithstanding clause 6.4(1) the Seller shall be entitled to assign its rights under this
Agreement to any member of the Seller’s Group and the Buyer shall be entitled to assign its rights
under this Agreement to any member of the Buyer’s Group, save that before any assignee leaves the
Seller’s Group or the Buyer’s Group, as the case may be, it shall re-assign such rights as were
assigned to it back to a member of the Seller’s Group or the Buyer’s Group, as the case may be.



     (3) Where the Buyer exercises its right to assign its rights under this Agreement in
accordance with the provisions of clause 6.4(2), the Seller’s liability to the assignee shall be no
greater than it would have been had this Agreement not been assigned, and where the Seller
exercises its right to assign its rights under this Agreement in accordance with the provisions of
clause 6.4(2), the Buyer’s liability to the assignee shall be no greater than it would have been
had this Agreement not been assigned


6.5 Seller’s Co-Operation With Capital Allowances Claims




     (1) The Seller will (at the Buyer’s cost and expense) make all elections and filings which the
Buyer may reasonably and promptly request in relation to the capital allowances available in
respect of the Assets at Completion provided that the Seller will not be obliged to do anything
that is unlawful or improper in any respect or which would result in the Assets transferring for
more than their tax written down value (as set out in the Share Sale Disclosure Letter) such that
it would result in a balancing charge arising on the Seller.



     (2) The Seller will notify the Buyer as soon as reasonably practicable of any matter that the
Seller becomes aware of that may affect the tax written down value of the Assets as set out in the
Share Sale Disclosure Letter.


6.6 Subscription For Deferred Shares




     (1) The Buyer and the Seller hereby agree that where and to the extent that any payment by the
Seller under this Agreement together with all other payments under this Agreement exceeds the
Purchase Price, then the Seller shall have the option to satisfy any liability to make any payment
under









 



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this Agreement by subscribing for a fully paid up deferred share in the Corporation having no
rights other than the right to receive a dividend equal to one-half per cent of the profits
available for distribution in each year for a nominal amount, together with a share premium
thereon, equal to the amount of such liability.




     (2) The Buyer agrees to cause the Corporation to issue any such deferred shares under clause
6.6(1).



     (3) If any such deferred shares are issued under clause 6.6(1) then the Corporation shall have
the option to acquire any and all such deferred shares from the Seller for an aggregate
consideration of £1, such shares to be transferred by the Seller to the Buyer within 3 business
days of receipt by the Seller of written notice that the Buyer intends to exercise its option to
acquire those shares provided that if the Seller fails to transfer the shares within such time the
Buyer shall be entitled to cancel such deferred shares.


6.7 VAT Group




     (1) In this clause 6.7:




	 	(a)	 	“HMRC” means Her Majesty’s Revenue & Customs;
	 
	 	(b)	 	“Representative Member” means the Seller; and
	 
	 	(c)	 	“Seller’s VAT Group” means the group of companies registered
for VAT under number GB 905 2636 37.





     (2) The Seller shall procure that as soon as reasonably practicable an application is made to
HMRC to exclude the Corporation from the Seller’s VAT Group and the Seller shall use its reasonable
endeavours to ensure the exclusion of the Corporation from the Seller’s VAT Group with effect from
Closing or if later from the earliest date on which the HMRC shall allow.



     (3) The Buyer undertakes to procure that the Corporation;




	 	(a)	 	provides to the Representative Member after Closing such
documents, information and assistance as it may reasonably require in writing
to enable it to comply with its obligations in the making of VAT returns and
accounting for VAT to HMRC in respect of supplies or acquisitions made by the
Corporation for VAT purposes in the prescribed accounting period (as defined in
section 25(1) VATA) current at Closing and in the event that the Corporation’s
exclusion from the Seller’s VAT Group takes effect after the end of that
prescribed accounting period in respect of supplies or acquisitions made by the
Corporation in the next and any subsequent prescribed accounting period
(“Relevant PAPs”) in each case where they are, for the purposes of section 43
VATA (groups of companies), treated as made by the Representative Member; and






	 	(b)	 	pays the Representative Member not less than two Business Days
before the same is required to be paid to HMRC an amount equal to any VAT for
which the Representative Member has to account (or would have to account but
for any input tax credit or repayment of VAT due from HMRC in respect of actual
supplies made to the members of the Seller’s VAT Group other than the
Corporation) to HMRC in respect of the Relevant PAPs and which results from
supplies, deemed supplies, importations or acquisitions made by the Corporation
in the Relevant PAPs but treated as made by the Representative Member under
section 43(1) VATA and, in computing such amount of VAT, credit shall be given










 



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	 	 	 	to the Corporation for any input tax to which it is entitled under the VATA
on supplies, deemed supplies made to or importations or acquisitions made by
the Corporation in the Relevant PAP, but treated as made to or by the
Representative Member.





     (4) The Representative Member shall at the request of the Buyer provide to the Buyer copies of
the VAT returns referred to in paragraph 6.7(3)(a) and any relevant correspondence or documentation
sent to or received from HMRC in connection with any matter referred to in that paragraph.



     (5) The Representative Member undertakes to claim as soon as possible and to pay to the
Corporation within ten Business Days of the date of such claim an amount equal to any VAT which the
Representative Member recovers (or would recover but for any payment due to HMRC in respect of
actual supplies made by the members of the Seller’s VAT Group other than the Corporation) from HMRC
in respect of Relevant PAPs and which results from supplies or deemed supplies made to or
importations or acquisitions made by the Corporation in the Relevant PAPs but treated as made to
the Representative Member under section 43(1) VATA (groups of companies).


6.8 Entire Agreement




     (1) This Agreement and any agreement or document entered into pursuant to this Agreement
constitutes the entire agreement between the Parties with respect to the purchase and sale of the
Shares and supersede any previous agreement or arrangement between the Parties and any
representations and/or warranties previously given or made by either party relating to the
acquisition of the Shares. For greater certainty, neither this Agreement nor any agreement or
document entered into pursuant to this Agreement supersedes any of the Business Purchase Agreement
or the BPA Agreed Documents, all of which remain in full force and effect.



     (2) The Buyer agrees that it has not entered into this Agreement or any agreement or document
entered into pursuant to this Agreement in reliance upon any representation, statement, covenant,
warranty, agreement or undertaking of any nature whatsoever made or given by or on behalf of the
Seller except as expressly set out in this Agreement or any agreement or document entered into
pursuant to this Agreement. The Buyer waives any claim or remedy or right in respect of any
representation, statement, covenant, warranty, agreement or undertaking of any nature whatsoever
made or given by or on behalf of the Seller unless and to the extent that a claim lies for Losses
for breach of this Agreement. Nothing in this clause shall exclude any liability on the part of the
Seller for fraud or fraudulent misrepresentation.


6.9 Notices




     (1) Any notice or other communication given under this Agreement shall be in writing and
signed by or on behalf of the party giving it and shall be served by delivering it by hand or
sending it by pre-paid recorded delivery or registered post (or registered airmail in the case of
an address for service outside the United Kingdom) or by fax to the party due to receive it, at its
address or fax number set out in this Agreement or to such other address or fax number as are last
notified in writing to the Parties.



     (2) Subject to clause 6.9(3), in the absence of evidence of earlier receipt, any notice or
other communication given pursuant to this clause shall be deemed to have been received:




	 	(a)	 	if delivered by hand, at the time of actual delivery to the
address referred to in clause 6.9(1);
	 
	 	(b)	 	in the case of pre-paid recorded delivery or registered post,
two Business Days after the date of posting;










 



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	 	(c)	 	in the case of registered airmail, five Business Days after the
date of posting; and
	 
	 	(d)	 	if sent by fax, at the time of completion of transmission.





     (3) If deemed receipt under clause 6.9(2) occurs before 9.00 am on a Business Day, the notice
shall be deemed to have been received at 9.00 am on that day. If deemed receipt occurs after 5.00
pm on a Business Day or on any day which is not a Business Day, the notice shall be deemed to have
been received at 9.00 am on the next Business Day.



     (4) For the avoidance of doubt, notice given under this Agreement shall not be validly served
if sent by e-mail.


6.10 Counterparts.




     (1) This agreement may be executed in any number of counterparts and by the different Parties
on separate counterparts (which may be facsimile or electronic copies), but shall not take effect
until each party has executed at least one counterpart. Each counterpart shall constitute an
original but all the counterparts together shall constitute a single agreement.


6.11 Governing Law And Jurisdiction




     (1) This agreement shall be governed by and construed in accordance with English law.



     (2) Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of
England in relation to any claim or matter arising under or in connection with this Agreement.



          IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	SIGNED by VISTEON UK LIMITED acting by its duly authorised signatory:

 	 
	 	/s/ Timothy McGraw
 	 
	 
	 
	 	SIGNED by LINAMAR UK HOLDINGS INC. acting by its duly authorised signatory:

 	 
	 	/s/ Roger Fulton
 	 
	 	 	 
	 
	 	SIGNED by VISTEON SWANSEA LIMITED acting by its duly authorised signatory:

 	 
	 	/s/ Stephen Gawne
 	 



 











 





SCHEDULE 1




WARRANTIES





	1.	 	CORPORATE MATTERS OF THE SELLER
	 
	1.1	 	Authority and Capacity of Seller.






	 	(a)	 	The Seller is a corporation incorporated, organized and subsisting under the
laws of the jurisdiction of its incorporation.
	 
	 	(b)	 	The Seller has full corporate power, authority and capacity to enter into and
perform this Agreement and the Agreed Documents.
	 
	 	(c)	 	This Agreement and the Agreed Documents constitute, or will when executed
constitute, valid and binding obligations on the Seller in accordance with their
respective terms.
	 
	 	(d)	 	The execution and delivery of this Agreement and the Agreed Documents and the
completion of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of the Seller.
	 
	 	(e)	 	There are no agreements (including the Seller’s memorandum or articles of
association), court orders or any other restrictions of any kind that prohibit or
restrict the Seller’s ability to sell the Shares on the terms of this Agreement.






	1.2	 	No Insolvency of the Seller.






	 	(a)	 	The Seller is not unable to pay its debts within the meaning of section
123(1)(e) of the Insolvency Act 1986.
	 
	 	(b)	 	No order has been made or petition presented or meeting convened for the
purpose of considering a resolution for the winding up of the Seller nor has any such
resolution been passed. No petition has been presented for an administration order to
be made in relation to the Seller and no receiver (including any administrative
receiver) has been appointed in respect of the whole or any part of any of the
property, assets or undertaking of the Seller.
	 
	 	(c)	 	No distress, execution or other process has been levied or applied for in
respect of the whole or any part of any of the property, assets or undertaking of the
Seller.






	1.3	 	Ownership of Shares.
	 
	 	 	The Shares have been fully-paid and validly issued in compliance with the constitutional
documents of the Corporation and Applicable Law. The Seller is the registered and
beneficial holder of the Shares, free and clear of all Security Interests. There are no
restrictions of any kind on the transfer of the Shares except those set out in the
constitutional documents of the Corporation (true, complete and current copies of which have
been provided to the Buyer). The Seller has the full legal right, power and authority to
transfer the Shares to the Buyer free and clear of all Security Interests. The Shares
constitute the entire issued share capital of the Corporation.
	 
	 	 	THE CORPORATION






	1.4	 	Organization and Operation of the Corporation.
	 
	 	 	The Corporation was incorporated on June 2, 2008 and is organized and subsisting under the
laws of England. There are no shareholders’ agreements governing the affairs of the
Corporation










 



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	 	 	or the relationship, rights and duties of its shareholders, nor are there any voting trusts,
pooling arrangements or other similar agreements with respect to the ownership or voting of
any shares of the Corporation. There are no Security Interests and no rights,
subscriptions, warrants, options, conversion rights, calls, commitments or plans or
agreements of any kind outstanding which would enable any person to purchase or otherwise
acquire any shares or other securities of the Corporation.






	1.5	 	Purpose of Corporation.
	 
	 	 	The only activities of the Corporation prior to the Closing Time have been to take all
necessary corporate action to duly authorize the execution and delivery of the Business
Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and Liabilities
Transfer Agreement, to enter into and deliver and perform the Business Purchase Agreement,
the BPA Agreed Documents and the Excluded Assets and Liabilities Transfer Agreement, to own
the Assets and the After-Acquired Assets in the Ordinary Course of Business, to acquire the
After-Acquired Assets and otherwise carry on the Business in the Ordinary Course of Business
and to issue the Shares to the Seller. The Corporation does not own and has never owned any
assets other than the Assets and the After-Acquired Assets.
	 
	1.6	 	Business Purchase Agreement, Etc.
	 
	 	 	The Business Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and
Liabilities Transfer Agreement, true, complete and current copies of which are attached as
Schedule 13, have been duly executed by and are enforceable against each of the parties
thereto. The Corporation has all right, title, interest, property, claim and demand in and
to the Assets and the After-Acquired Assets (subject to the terms of the Business Purchase
Agreement and the Excluded Assets and Liabilities Transfer Agreement). Neither the
Corporation nor the Seller is in default under the Business Purchase Agreement, the Excluded
Assets and Liabilities Transfer Agreement or any of the BPA Agreed Documents.
	 
	1.7	 	Contracts.
	 
	 	 	The Corporation is not a party to any contract, agreement, order, lease or arrangement in
writing other than the Contracts, the Business Purchase Agreement, the BPA Agreed Documents
and the Excluded Assets and Liabilities Transfer Agreement.
	 
	1.8	 	Transactions with Affiliates.
	 
	 	 	Except for the liabilities and other obligations of the Corporation pursuant to the terms
and conditions Business Purchase Agreement and the BPA Agreed Documents, the Corporation is
not liable in respect of advances, loans, guarantees, liabilities or other obligations to or
on behalf of any shareholder, officer, director or employee of the Corporation, Seller or
any other member of Seller’s Group. Except for intercompany services provided to the
Corporation pursuant to the Business Purchase Agreement or the BPA Agreed Documents, there
are no intercompany services provided to the Corporation by the Seller or any other member
of Seller’s Group.
	 
	1.9	 	Operated in Ordinary Course.
	 
	 	 	The Corporation has operated the Business in the Ordinary Course of Business since the
Completion Date.
	 
	1.10	 	No Extraordinary Actions.
	 
	 	 	The Corporation has not:










 



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	 	(a)	 	amended its articles or by-laws or similar document adopted or filed in
connection with the creation, formation or organization of the Corporation;
	 
	 	(b)	 	directly or indirectly, declared, set aside for payment or paid any dividend or
makes any other payment or distribution on or in respect of any of its shares;
	 
	 	(c)	 	redeemed, purchased, retired or otherwise acquired, directly or indirectly, any
of its shares;
	 
	 	(d)	 	issued or sold any shares or other securities to any person other than the
Shares issued to the Seller or issued, sold or granted any option, warrant or right to
purchase any of its shares or other securities or issues any security convertible into
its shares, granted any registration rights or otherwise made any change to its
authorized or issued share capital;
	 
	 	(e)	 	disposed of or revalued any of its assets, except sales of Stock in the
Ordinary Course of Business or in accordance with the Excluded Assets and Liabilities
Transfer Agreement;
	 
	 	(f)	 	made any change in its accounting principles, policies, practices or methods;
	 
	 	(g)	 	mortgaged, pledged, granted a security interest in or otherwise creates a
Security Interest on any of its property or assets, except in the Ordinary Course of
Business and in amounts which, individually and in the aggregate, are not material to
the financial condition of the Corporation or the operation of the Business;
	 
	 	(h)	 	terminated, cancelled, modified or amended in any material respect or taken or
failed to take any action which would entitle any party to any Contract to terminate,
cancel, modify or amend any Contract;
	 
	 	(i)	 	incurred any indebtedness for borrowed money to any other Person;
	 
	 	(j)	 	given or agreed to give or becomes a party to or bound by any guarantee, surety
or indemnity in respect of indebtedness or other obligations or liabilities of any
other Person or becomes a party to any other commitment by which the Corporation is, or
is contingently, responsible for such indebtedness or other liability or obligation;
	 
	 	(k)	 	purchased or otherwise acquired any interest in any securities of any other
person;
	 
	 	(l)	 	made any capital expenditure or authorized any capital expenditure or made any
commitment for the purchase, construction or improvement of any capital assets except
in the Ordinary Course of Business;
	 
	 	(m)	 	entered into any Contract or commitment to hire, or terminated the services of,
any officer or senior management employee; or






	 	 	agreed, committed or entered into any understanding to take any actions enumerated in
paragraphs (a) to (l) of this Section 1.10.
	 
	1.11	 	Corporate Records.
	 
	 	 	The minute books of the Corporation have been maintained in accordance with Applicable Law
and contain true, correct and complete copies of its articles, the minutes of every meeting
of its board of directors and every committee thereof and of its shareholders and every
written resolution of its directors and shareholders. All meetings of directors and
shareholders of each of the Corporation have been duly called and held and all resolutions
have been duly passed in accordance with Applicable Law at such meetings or by written
resolution. The share certificate










 



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	 	 	book, register of shareholders, register of transfers and register of directors and officers
of the Corporation are complete.






	1.12	 	No Insolvency of the Corporation.






	 	(a)	 	The Corporation is not unable to pay its debts within the meaning of Section
123(1)(e) of the Insolvency Act, 1986.
	 
	 	(b)	 	No order has been made or petition presented or meeting convened for the
purpose of considering a resolution for the winding up of the Corporation nor has any
such resolution been passed. No petition has been presented for an administration
order to be made in relation to the Corporation and no receiver (including any
administrative receiver) has been appointed in respect of the whole or any part of the
property, assets or undertaking of the Corporation.
	 
	 	(c)	 	No distress, execution or other process has been levied or applied for in
respect of the whole or any part of any of the property, Assets or undertaking of the
Corporation.






	2.	 	ASSETS
	 
	2.1	 	Ownership of Assets.






	 	(a)	 	The Corporation is the sole legal and beneficial owner of all of the Assets and
any After-Acquired Assets free from all Security Interests except for: Stock sold in
the Ordinary course of Business following the Completion Date; After-Acquired Assets
conveyed to the Seller in accordance with the Excluded Assets and Liabilities Transfer
Agreement; and that the Leased Assets are subject to the Leasing Agreements.
	 
	 	(b)	 	The Corporation has not granted or agreed to grant and there does not exist any
Security Interest on or over any of the Assets or the After-Acquired Assets. There has
been no exercise, purported exercise or claim for any Security Interest on or over any
of the Assets or the After-Acquired Assets and there is no dispute directly or
indirectly relating to any of the Assets or the After-Acquired Assets. No claim has
been made by any person to be entitled to any Security Interest on or over any of the
Assets.
	 
	 	(c)	 	There is no agreement, option or other right or privilege outstanding in favour
of any person for the purchase from the Corporation of the Business or of any of the
Assets or the After-Acquired Assets other than the purchase of Stock in the Ordinary
Course of Business.
	 
	 	(d)	 	The Seller has paid the Closing Payment to the Corporation.






	2.2	 	Stock.
	 
	 	 	Stock levels (measured in day supply) as at the Closing Time are: (i) consistent with the
levels of Stock (measured in day supply) that have been maintained in the operation of the
Business prior to the Closing Date in the Ordinary Course of Business; and (ii) not in
excess of known or anticipated customer requirements.
	 
	2.3	 	Leased Assets.






	 	(a)	 	In relation to any Leased Asset, all payments due under the relevant Leasing
Agreement in respect of any period on or before Closing have been made.
	 
	 	(b)	 	A complete list of all the Leased Assets is set out in Schedule 7 to the
Business Purchase Agreement.











 



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	 	(c)	 	A complete list of all the Leasing Agreements is set out in Schedule 9 to the
Business Purchase Agreement.






	2.4	 	Fixed Assets.






	 	(a)	 	A complete list of all the Plant and Machinery is set out in Schedule 2 to the
Business Purchase Agreement.
	 
	 	(b)	 	A complete list of all the Fixtures and Fittings is set out in Schedule 3 to
the Business Purchase Agreement.






	2.5	 	Condition of Assets.
	 
	 	 	All items comprising the Personal Property and the Leased Assets:






	 	(a)	 	are in good repair and condition (having regard to their age and reasonable
usage);
	 
	 	(b)	 	are in good working order (fair wear and tear excepted); and
	 
	 	(c)	 	are capable of being used for the purposes for which they are used by the
Corporation (having regard to their age and reasonable usage).






	2.6	 	Intellectual Property Rights.
	 
	 	 	In this paragraph 2.6 of this Schedule 1, all references to “paragraphs” refer to paragraphs
in Schedule 6 (Intellectual Property Transfer and License Provisions) of the Business
Purchase Agreement and all references to the “Seller” mean the Seller or Visteon Global
Technologies, Inc., as the case may be and all capitalised terms defined in Schedule 6 to
the Business Purchase Agreement shall bear that meaning in this paragraph.






	 	(a)	 	All (i) Patents referred to in paragraph 2.1; (ii) Intellectual Property
referred to in paragraph 2.2; (iii) licences referred to in paragraph 2.3; (iv)
licences referred to in paragraph 2.4(a); and (v) licences referred to in paragraph
2.4(b) are legally and beneficially owned by the Corporation free from any Security
Interests. All Intellectual Property referred to in paragraph 2.4(c) and Engineering
Design Tools referred to in paragraph 2.5 are legally and beneficially owned by the
Seller free from any Security Interests.
	 
	 	(b)	 	Except as set forth in the Share Sale Disclosure Letter, the Corporation has
not granted any licences in respect of all Patents referred to in paragraph 2.1 and all
Intellectual Property referred to in paragraph 2.2.
	 
	 	(c)	 	The Corporation is the sole registered proprietor (or, where relevant,
applicant for registration) of all Patents referred to in paragraph 2.1.
	 
	 	(d)	 	All Patents referred to in paragraph 2.1have been properly maintained and are
subsisting and have not been surrendered or are currently being prosecuted to grant.
	 
	 	(e)	 	All renewal and prosecution fees which have become due for payment prior to the
Completion Date in respect of any Patents referred to in paragraph 2.1 have been paid
in time and in full.
	 
	 	(f)	 	So far as the Seller is aware the Patents referred to in paragraph 2.1 and the
Patents listed in Exhibit 2 to Schedule 6 of the Business Purchase Agreement constitute
all registered Intellectual Property owned by the Seller, the Corporation or any other
member of the Seller’s Group or by Automotive Component Holdings, Inc. which are used
or exploited in the Business. Subject to the foregoing, the Patents referred to in










 



-6-




	 	 	 	paragraph 2.1, the Intellectual Property referred to in paragraph 2.2, the Patents
listed in Exhibit 2 to Schedule 6 of the Business Purchase Agreement, the
Intellectual Property referred to in paragraph 2.4(a), the Intellectual Property
referred to in paragraph 2.4(b), the Intellectual Property referred to in paragraph
2.4(c), the Intellectual Property in and to the Engineering Design Tools referred to
in paragraph 2.5, the Intellectual Property under the Business IP Licences included
in the Excluded Assets and the Intellectual Property in commercially available
“off-the-shelf” software constitute all Intellectual Property used or exploited in
the Business.
	 
	 	(g)	 	So far as the Seller is aware, the Engineering Design Tools listed in Exhibit 4
to Schedule 6 of the Business Purchase Agreement are the only computer aided
engineering tools and documentation held by and used or exploited in the Business.
	 
	 	(h)	 	The Corporation does not use any internet domain names exclusively or primarily
in connection with the Business.
	 
	 	(i)	 	None of the Patents referred to in paragraph 2.1 are the subject of any pending
or threatened proceedings for opposition, cancellation, revocation, rectification,
licence of right or relating to title or any similar proceedings anywhere in the world.
The Seller is not aware of any circumstances which might result in any such
proceedings.
	 
	 	(j)	 	So far as the Seller is aware there is no fact or matter (including any act or
omission of the Seller) which might result in any Patents referred to in paragraph 2.1
or any Patents listed in Exhibit 2 to Schedule 6 of the Business Purchase Agreement,
either in whole or in part, being revoked, invalidated or rendered unenforceable or, in
the case of applications for registration, which might prejudice the prospects of
registration.
	 
	 	(k)	 	The Corporation is entitled to use under a licence all Third Party Intellectual
Property Rights for all purposes necessary to conduct the Business in the manner in
which it is carried on by the Corporation at Closing.
	 
	 	(l)	 	So far as the Seller is aware, the Patents listed in Exhibit 2 to Schedule 6 of
the Business Purchase Agreement constitute all registered Third Party Intellectual
Property Rights.
	 
	 	(m)	 	So far as the Seller is aware, details of all Business IP Licences in respect
of registered Third Party Intellectual Property Rights are set out in Part 2 of Exhibit
2 to Schedule 6 of the Business Purchase Agreement.
	 
	 	(n)	 	Save as set out in the Share Sale Disclosure Letter, the Business does not use
any Third Party Software which is not “off the shelf” software available for purchase
by the Buyer directly from the licensor or its sub-licensor.
	 
	 	(o)	 	All Business IP Licences are valid and binding and are in full force and
effect.
	 
	 	(p)	 	So far as the Seller is aware, nothing has been done or omitted to be done by
the Seller or the Corporation which would enable any Business IP Licence to be
terminated or which in any way constitutes a breach of any of the terms of any Business
IP Licence.
	 
	 	(q)	 	So far as the Seller is aware no other party is in breach of any Business IP
Licence.
	 
	 	(r)	 	So far as the Seller is aware the Corporation has not, in each case in the
operation of the Business, infringed any Intellectual Property owned by any third party
or breached any obligations of confidence owed to any third party.
	 
	 	(s)	 	So far as the Seller is aware no third party has infringed any Intellectual
Property Right, whether registered or unregistered, which is owned by the Seller, the
Corporation or any










 



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	 	 	 	other member of the Seller’s Group and Related to the Business, breached any
obligations of confidence owed to the Corporation or misappropriated or misused any
Confidential Business Information.






	3.	 	RECORDS.
	 
	 	 	All material financial transactions of the Business have been accurately recorded in the
Records. All Records are in the full possession and exclusive control of, and are owned
exclusively by, the Corporation and are not dependent upon any computerized or other system,
program or device that is not exclusively owned and controlled by the Seller.
	 
	4.	 	TRADING
	 
	4.1	 	Contracts.






	 	(a)	 	A complete list of all the Contracts is set out in Schedule 9 to the Business
Purchase Agreement.
	 
	 	(b)	 	The Corporation is not a party to any Contract with any current or former
director, officer or employee of the Corporation or with any member of the Seller’s
Group.
	 
	 	(c)	 	Neither the Seller nor the Corporation nor, so far as the Seller is aware, any
other party to any Contract is in default under any Contract which default would
entitle the other party to terminate the Contract. There has not occurred any event
which, with the lapse of time or giving of notice or both, would constitute a default
under any Contract by the Corporation or the Seller, so far as Seller is aware, any
other party to any Contract which would entitle the other party to terminate the
Contract. Each Contract is in full force and effect, unamended by written or oral
agreement, and the Corporation or the Seller is entitled to the full benefit and
advantage of each Contract in accordance with its terms. Neither the Seller nor the
Corporation has received any notice of any demand or proposal for the termination of
any Contract or for any change to the pricing or other terms of any Contract which is
yet to take effect, of a default by the Seller or the Corporation under any Contract or
of a dispute between the Seller or the Corporation and any other person in respect of
any Contract.
	 
	 	(d)	 	The completion of the transactions contemplated by this Agreement will not
afford any party to any of the Contracts or any other person the right to terminate any
Contract under the terms of such Contract nor will the completion of such transactions
result in any additional or more onerous obligation on, or less advantageous
entitlement of, the Corporation under the terms of any Contract.






	4.2	 	Powers of attorney and authorities.






	 	(a)	 	No power of attorney given by the Corporation in relation to the Business or
any of the Assets or the After-Acquired Assets is in force.
	 
	 	(b)	 	There are not outstanding any authorities (express or implied) by which any
person (other than a director of the Corporation) may enter into any contract or
commitment to do anything on behalf of the Corporation in relation to the Business.






	4.3	 	Business names.






	 	(a)	 	The Corporation does not use any name for any purpose in connection with the
Business other than “Visteon”, “ Visteon UK”, “ Visteon UK Limited”, “ Visteon
Swansea” or “Visteon Europe”.










 



-8-




	4.4	 	Litigation.






	 	(a)	 	Except as plaintiff in relation to the collection of unpaid debts arising in
the Ordinary Course of Business which do not exceed £150,000 in aggregate, neither the
Seller nor the Corporation is (nor is any person for whose acts or defaults the Seller
or the Corporation may be vicariously liable) involved in any Legal Proceeding in
relation to the Corporation, the Business, the Shares or any of the Assets or title
thereto (whether as plaintiff or defendant or otherwise) and no such proceedings are
pending or have been Threatened.
	 
	 	(b)	 	There is no Order outstanding against or affecting the Corporation, the
Business or any of the Assets or the After-Acquired Assets.






	4.5	 	Competition and Trade.
	 
	 	 	So far as the Seller is aware the Corporation is not and has not been a party to any
agreement, practice or arrangement in relation to the Business (including the Contracts)
which in whole or in part contravenes any other anti-trust, anti-monopoly, anti-cartel
legislation, fair trading, consumer protection or similar legislation or regulations in any
jurisdiction.
	 
	4.6	 	Data Protection.
	 
	 	 	So far as the Seller is aware, each of the Seller and the Corporation has in relation to the
Business duly complied in all material respects with all relevant requirements of the Data
Protection Act 1998.
	 
	5.	 	CONDUCT OF THE BUSINESS
	 
	5.1	 	Licences and Compliance with Applicable Law.






	 	(a)	 	Schedule 12 to the Business Purchase Agreement lists all the Licences required
for the operation of the Business and identifies those that by their terms include any
prohibition or condition relating to a change of control of the Corporation.
	 
	 	(b)	 	So far as the Seller is aware all the Licences are valid and are in full force
and effect, the Seller is not so far as it is aware in violation of any term or
provision or requirement of any Licence, and no person has threatened to revoke, amend
or impose any condition in respect of, or commenced proceedings to revoke, amend or
impose conditions in respect of, any Licence.






	5.2	 	Suppliers
	 
	 	 	The Seller is not aware of, nor has the Corporation received notice of, any intention on the
part of any supplier to cease doing business with the Corporation or to modify or change in
any material manner any Contract with the Corporation for the supply of any products or
services to the Corporation.
	 
	5.3	 	Absence of Certain Changes or Events.






	 	(a)	 	The Corporation since the Completion Date has carried on the Business in the
Ordinary Course of Business and, in particular, but without limitation, has not:






	 	(i)	 	mortgaged, pledged or otherwise granted or created a Security
Interest in or on any of the Assets or the After-Acquired Assets, except in the
Ordinary Course of Business and in amounts which, individually and in the
aggregate are not material to the financial condition or operation of the
Business;










 



-9-


	 	(ii)	 	entered into any Contract or other transaction that was not in
the Ordinary Course of Business;
	 
	 	(iii)	 	in respect of the Business, made any capital expenditure or
authorized any capital expenditure or made any commitment for the purchase,
construction or improvement of any capital assets except in the Ordinary Course
of Business; or
	 
	 	(iv)	 	agreed or committed to take any of actions enumerated in
paragraphs (i) to (iv) above of this paragraph 5.3.






	6.	 	EMPLOYMENT
	 
	6.1	 	Employees and terms of employment.






	 	(a)	 	No person is employed by the Corporation or providing services to the
Corporation under a contract of service or contract for services other than the
Employees.
	 
	 	(b)	 	The Employees are all employed directly by the Corporation and each of the
Employees is employed exclusively in the Business.
	 
	 	(c)	 	The name, date of birth, date of commencement of service, remuneration, other
benefits, number of hours worked per week and job description for each Employee is set
out in the Share Sale Disclosure Letter.
	 
	 	(d)	 	Particulars of the terms and conditions of employment of all the Employees
(including all information required by law to be included in particulars of terms of
employment) are set out in the Share Sale Disclosure Letter.
	 
	 	(e)	 	Each Employee’s contract of employment is determinable on three months’ notice
or less without compensation (other than compensation in accordance with Parts X and XI
of the Employment Rights Act 1996).
	 
	 	(f)	 	No Employee has given or received notice terminating his employment with the
Corporation.
	 
	 	(g)	 	Other than set out in the Share Sale Disclosure Letter there are no collective
agreements in respect of all or any of the Employees.
	 
	 	(h)	 	No negotiations for any increase in remuneration or benefits or change in any
other term of the employment of any of the Employees are currently or are due to take
place within six months after the date of this Agreement, no offer of or demand for any
such increase has been made, and no Employee has within the last 12 months received an
increase in remuneration of more than 5% or suffered any reduction in remuneration.
	 
	 	(i)	 	Save for the Employees listed in the Sickness Absence List or PHI List attached
at Schedule 8 to this Agreement, no Employee is or has been absent from work at the
Closing Time for longer than 4 weeks






	6.2	 	Pensions
	 
	 	 	In this paragraph 6.2 the “Schemes” include each pension arrangement disclosed in the Share
Sale Disclosure Letter in relation to this Schedule 1.






	 	(a)	 	The Schemes in operation for the benefit of any of the Employees or for the
benefit of any dependants of Employees have been disclosed in the Share Sale Disclosure
Letter and no assurance has been given to any of the Employees about the introduction
of any other Benefits.











 



-10-

	 	(b)	 	There is no obligation to provide Benefits under, or make contributions to, any
pension scheme except as revealed in the documents provided to the Buyer.
	 
	 	(c)	 	No discretion or power has been or will before the Completion Date be exercised
under the Schemes to:






	 	(i)	 	augment benefits under the Schemes in respect of any of the
Employees on the basis which may give rise to an expectation that this practice
is to be continued;
	 
	 	(ii)	 	admit to membership an Employee who would not otherwise have
been eligible for admission to membership of the Schemes; or
	 
	 	(iii)	 	provide in respect of a member who is an Employee a benefit
which would not otherwise be provided in respect of such member.






	 	(d)	 	Since 30 August 1993 no Employee has had his contract of employment transferred
to the Seller from another employer in circumstances where the Transfer of Undertakings
(Protection of Employment) Regulations 1981 applied to the transfer of his contract of
employment.






	6.3	 	Bonus and other schemes






	 	(a)	 	Other than as set out in the Share Sale Disclosure Letter, there are no schemes
(whether contractual or discretionary) in operation by, or in relation to, the
Corporation or any member of the Seller’s Group under which any Employee is entitled to
any bonus, profit-share, commission or other incentive scheme (whether calculated by
reference to the whole or part of the turnover, profits/losses or sales of the Business
or otherwise).






	6.4	 	Changes in remuneration and terms and conditions






	 	(a)	 	Since the Last Accounts Date (or, where the relevant employment or holding of
office commenced after such date, since the commencement date of the employment or
holding of office) no change has been made or proposed in the rate of remuneration,
emoluments, pension benefits or other terms of employment of any Employee.






	6.5	 	Employment claims






	 	(a)	 	There are no legal or other proceedings or demands against the Seller by any
Employee or by any third party (including a trade union) on behalf of any such person
nor have any such proceedings or demands been threatened.
	 
	 	(b)	 	No Employee has raised or threatened to raise a grievance within the last 6
months which is still current or outstanding.






	6.6	 	Discrimination






	 	(a)	 	In the 12 months preceding this Agreement, there has been no recommendation
made in relation to the business by an employment tribunal nor any investigation by any
body responsible for investigating or enforcing matters relating to sex, race or
disability discrimination.






	7.	 	PROPERTY
	 
	7.1	 	Premises.






	 	(a)	 	The Premises comprise all the land and buildings owned, occupied or otherwise
used in connection with the Business and all the estate, interest, right and title
whatsoever










 



-11-


	 	 	 	(including interests in the nature of options and rights in the nature of
contractual licences) of the Business in respect of any land or premises. The
particulars of the Premises shown in Schedule 4 are true and correct.






	 	(b)	 	The Premises which are occupied or otherwise used by the Seller or the
Corporation in connection with the Business are so occupied or used by right of
ownership or under lease or licence, and the terms of any such lease or licence
(including whether any lease is an old tenancy or a new tenancy for the purpose of the
Landlord and Tenant (Covenants) Act 1995) are summarised in Schedule 4 and permit such
occupation or use.
	 
	 	(c)	 	The Corporation is the sole legal and beneficial owner of the Premises and is
in sole and undisputed occupation of each of them.
	 
	 	(d)	 	The information contained in Schedule 4 as to the tenure of the Premises, the
principal terms of the lease or licences held by the Seller or the Corporation, and the
principal terms of the tenancies and licences subject to and with the benefit of which
the Premises are held is true and accurate in all respects. The present use of
Premises is correctly stated in Schedule 4.






	7.2	 	Encumbrances.






	 	(a)	 	The Premises are free from any Security Interest.
	 
	 	(b)	 	The Premises are not subject to any covenants, obligations, exceptions,
reservations, stipulations, easements, quasi-easements, profits à prendre, wayleaves,
licences, grants, restrictions, overriding interests or any other matters which may
adversely affect the value of the Premises or their proper use, occupation or enjoyment
for the purposes of the Business nor are any such matters being acquired by or against
it.
	 
	 	(c)	 	Where any such matters as are referred to in paragraphs 7.2(a) or 7.2(b) have
been disclosed in the Share Sale Disclosure Letter, the obligations and liabilities
imposed and arising under them have been fully observed and performed and any payments
in respect of them due and payable have been duly paid.
	 
	 	(d)	 	The Premises are not subject to any option, right of pre-emption or right of
first refusal.
	 
	 	(e)	 	There are no claims, disputes or outstanding orders or notices affecting the
Premises (whether served by a landlord, local authority, local planning authority or
other body or person).






	7.3	 	Statutory obligations.






	 	(a)	 	There is no outstanding and unobserved or unperformed obligation with respect
to the Premises necessary to comply with the requirements (whether formal or informal)
of any competent authority exercising statutory or delegated powers.
	 
	 	(b)	 	There are not in force or required to be in force any licences whether under
the Licensing Act 1964 or otherwise which apply to the Premises or the present use of
the Premises for the purpose of the Business.






	7.4	 	Adverse Orders.






	 	(a)	 	There are no compulsory purchase notices, orders or resolutions or blight
notices affecting the Premises nor are there any circumstances likely to lead to any
being made.











 



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	 	(b)	 	There are no closing, demolition or clearance orders, enforcement notices or
stop notices affecting the Premises nor are there any circumstances likely to lead to
any being made.






	7.5	 	Leasehold Premises.
	 
	 	 	No notices have been served by the landlord in respect of any Leasehold Premises.

	 
	7.6	 	Preliminary Enquiries.
	 
	 	 	All replies to preliminary enquiries raised by Linamar’s Solicitors and attached to the
Share Sale Disclosure Letter are true, complete and accurate in all respects and contain all
information known or available to the Seller.
	 
	8.	 	ENVIRONMENTAL MATTERS
	 
	8.1	 	Environmental Matters.






	 	(a)	 	The Business and the Assets and the After-Acquired Assets as carried on or used
by the Corporation and the Seller and the Seller’s predecessors at the Premises
(including the condition of the Premises and the waters on or under the Premises) have
been carried on and used and are currently carried on and used in compliance with all
Environmental Law.
	 
	 	(b)	 	The Corporation and the Seller and the Seller’s predecessors have not used any
of the Assets or the After-Acquired Assets, or permitted them to be used, to generate,
manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or
process any Hazardous Substance except in compliance with all Environmental Law.
	 
	 	(c)	 	Each of the Corporation and the Seller is not, and has not been, subject to any
Legal Proceedings (i) investigating or alleging the violation or possible violation of
any Environmental Law in connection with the Business, the Premises or the other Assets
or the After-Acquired Assets or (ii) to determine whether any study or remedial action
is required to respond to a Release or the presence of a Hazardous Substance on the
Premises or other Assets or the After-Acquired Assets.
	 
	 	(d)	 	The Environmental Permits listed in Schedule 12 to the Business Purchase
Agreement constitute all Environmental Permits which are required for the operation of
the Business or the Assets, including any machinery, equipment or facility included in
the Assets or the After-Acquired Assets. The Environmental Permits presently held by
the Seller and the Corporation are valid and in full force and effect, and no
violations thereof have been experienced, noted or recorded, and no Legal Proceedings
are pending or Threatened to revoke or limit any of them.
	 
	 	(e)	 	There are no Legal Proceedings in progress, pending or Threatened in which it
is alleged that the Corporation or the Seller or any predecessor of the Seller or any
employee or any director or officer or former employee or former director or officer of
the Corporation or the Seller or agent or any other person for whom the Corporation or
the Seller is responsible is liable for a domestic or foreign clean-up or remediation
of lands contaminated with Hazardous Substances or for any other remedial or corrective
action under an Environmental Law in respect of the Premises nor is there any factual
or legal basis on which any such Legal Proceedings might be commenced.
	 
	 	(f)	 	There are no circumstances that could reasonably be expected to give rise to
any Legal Proceeding or create any obligation or liability in respect of (i) the
Release or presence of a Hazardous Substance on or from the Premises or other Assets or
After-Acquired Assets or (ii) the violation of any Environmental Law by the Corporation
or the Seller, the










 



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	 	 	 	Seller’s employees, agents or others for whom the Corporation or the Seller is
responsible in relation to the Business.






	 	(g)	 	All Hazardous Substances disposed of, treated or stored on the Premises have
been disposed of, treated and stored in compliance with all Environmental Laws and no
part of the Premises or other Assets or After-Acquired Assets contains a Hazardous
Substance which exceeds an applicable soil, groundwater or other criterion or standard
prescribed by an environmental authority or agency having jurisdiction over the
Premises or other Assets or After-Acquired Assets, whether or not such criterion or
standard constitutes Environmental Law.
	 
	 	(h)	 	The Corporation or the Seller and the Seller’s predecessors have maintained all
environmental and operating documents and records Related to the Business in the manner
and for the time periods required by any Environmental Law and have never conducted an
environmental audit of the Business, the Premises or any of the other Assets or
After-Acquired Assets. For purposes of this paragraph (h), an environmental audit
includes any evaluation, assessment, review or study performed at the request of or on
behalf of the Seller, a prospective purchaser of the Business or the Assets or
After-Acquired Assets or a Competent Authority, whether formally requisitioned or
otherwise prepared.
	 
	 	(i)	 	There are no underground storage tanks, pits, lagoons, waste disposal sites,
above-ground storage tanks or materials or other assets containing asbestos or
polychlorinated biphenyls located on the Premises.
	 
	 	(j)	 	So far as the Seller is aware there are no pending or proposed changes to
Environmental Laws which would render illegal or materially restrict the operation of
the Business or the use or operation of any Asset or After-Acquired Asset.






	9.	 	TAXATION
	 
	9.1	 	Tax Administration






	 	(a)	 	The Corporation is not involved in any dispute with H M Revenue & Customs
concerning any matter which affects the Business or any of the Assets.
	 
	 	(b)	 	H M Revenue & Customs has not operated or agreed to operate any special
arrangement (being an arrangement which is not based on the relevant legislation, any
published practice or concession or any guidance issued by HM Revenue & Customs) in
relation to the tax affairs of the Corporation.






	9.2	 	PAYE and National Insurance
	 
	 	 	The Corporation has operated the PAYE system accurately and correctly in respect of the
Employees.
	 
	9.3	 	VAT






	 	(a)	 	The Corporation is not registered for the purposes of the VATA in respect of
the Business and has kept materially complete and up to date records required for those
purposes.
	 
	 	(b)	 	The Corporation is not registered and is not liable to register with any tax
authority outside the United Kingdom for the purposes of paying or administering any
tax in respect of the Business.










 



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	9.4	 	None of the Assets or the After-Acquired Assets is a capital item, the input tax on which
could be subject to adjustment on accordance with the provisions of Part XV of the Value Added
Tax Regulations 1995.
	 
	9.5	 	In respect of each Relevant Lease:






	 	(a)	 	the original of all land transaction certificates issued by HMRC and all
original self certificates was delivered to the Corporation on Completion;
	 
	 	(b)	 	no premium or rent was at any time or remains contingent, unascertained or
uncertain;
	 
	 	(c)	 	all land transaction returns (including any supplemental or amending returns)
required to be made by the Seller have been properly and duly prepared and punctually
submitted and are up-to-date and accurate;
	 
	 	(d)	 	any SDLT which ought to have been paid by the Seller has been paid in full by
the due date;
	 
	 	(e)	 	no relief or exemption from SDLT has been claimed on any of the Leasehold
Premises to be assigned by the Seller to the Corporation on Completion which will or
might result in the assignment of the lease by the Seller to the Corporation being
deemed to be the grant of a lease for SDLT purposes;
	 
	 	(f)	 	save in respect of the assignment of the lease by the Seller to the Corporation
on Completion, so far as the Seller is aware the Corporation will not after Completion
become liable to submit any land transaction return (including any supplemental return)
or make any self-certificate in respect of the lease
	 
	 	(g)	 	so far as the Seller is aware the Corporation will not after Completion become
liable to make any payment of SDLT in respect of the lease;






	 	 	For the purposes of this warranty 9.5:






	 	(h)	 	“Relevant Lease” means any leasehold interest which the Seller will assign to
the Corporation on Completion; and
	 
	 	(i)	 	terms defined in Finance Act 2003 (as amended) shall have the meanings ascribed
by that Act.






	9.6	 	There is no branch agent office or permanent establishment (within the meaning of the OECD
Model Double Taxation Agreement) of the Corporation outside the United Kingdom.
	 
	9.7	 	Neither the Seller nor any relevant associate (as defined in paragraph 3(7) of Schedule 10 to
VATA 1994) has elected to waive exemption or will before Completion elect to waive exemption
for VAT purposes in relation to the Premises.
	 
	9.8	 	None of the Premises is a building or engineering work falling within item 1(a) of Group 1 of
Schedule 9 to VATA 1994.
	 
	9.9	 	All VAT payable on the importation of goods, and all excise duties payable to HM Revenue &
Customs payable in respect of the Assets, including the Stock, have been paid in full, and
none of the Assets is liable to confiscation, forfeiture or distress.
	 
	9.10	 	So far as the Seller is aware the information in relation to capital allowances available in
respect of the Assets set out in the Share Sale Disclosure Letter with reference to this
warranty is materially correct and complete in respect of the Seller’s period of ownership of
the Assets.











 



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	9.11	 	During the Seller’s period of ownership, no capital allowances were claimed in respect of the
Assets other than industrial buildings allowances as set out in the information provided in
the Share Sale Disclosure Letter as disclosures against warranty 9.10.










 



 







SCHEDULE 10




LIMITATIONS ON LIABILITY





	1.	 	MONETARY LIMITS
	 
	1.1	 	No Losses may be recovered from the Seller pursuant to Warranty Claims under clause 3.1(5):
(i) unless the amount of all Losses, when taken together collectively with any Losses (as
defined in, respectively, the Business Purchase Agreement and the Excluded Assets and
Liabilities Transfer Agreement) suffered or incurred by the Corporation pursuant to Warranty
Claims as defined in, respectively, the Business Purchase Agreement and the Excluded Assets
and Liabilities Transfer Agreement) under clause 6.5 of the Business Purchase Agreement and
clause 8.2 of the Excluded Assets and Liabilities Transfer Agreement, exceeds £75,000 (without
duplication as provided in paragraph 4 of this Schedule 10), in which case the whole amount
(and not just the amount by which such threshold amount is exceeded) is recoverable; or (ii)
in an aggregate amount exceeding £5,000,000.
	 
	1.2	 	The Seller shall have no liability for any Losses pursuant to Warranty Claims under clause
3.1(6) in respect of the Warranties in paragraphs 9.10 and 9.11 of Schedule 1 or any other
claim under this Agreement for the loss or non-availability of any capital allowances
available on any of the Assets:






	 	(a)	 	except to the extent that the amount of Tax which can be saved by the capital
allowances available to be used by the Buyer arising from the Assets is less than
£1,555,270; or
	 
	 	(b)	 	where the loss or non-availability of the capital allowances arise as a result
of a voluntary act of the Corporation or a member of the Buyer’s Group after Completion
or as a result of a change in law, change in the published practice or concession of
any Tax Authority or as a result of the decision of any court or tribunal, in each case
after Completion.






	1.3	 	The total liability of the Seller in respect of Warranty Claims (as defined in, respectively,
this Agreement, the Business Purchase Agreement and the Excluded Assets and Liabilities
Transfer Agreement) under clause 3.1(5) of this Agreement (other than the Warranties in
paragraphs 1.1, 1.3 and 2.1 of Schedule 1), clause 6.5 of the Business Purchase Agreement
(other than the Warranties in paragraphs 1.1 and 2.1 of Schedule 1 to the Business Purchase
Agreement) and clause 8.2 of the Excluded Assets and Liabilities Transfer Agreement (other
than the Warranties in clauses 8.1(a), (b), (c) or (d) thereof) shall not exceed £5,000,000
and the Corporation hereby acknowledges that the Business Purchase Agreement and the Excluded
Assets and Liabilities Transfer Agreement shall be deemed to be amended accordingly.
	 
	1.4	 	For the avoidance of doubt, the limitations set out in paragraphs 1.1 and 1.2 of this
Schedule 10 shall have no application to the indemnities of Seller set out in clause 5.2 of
this Agreement or Warranty Claims relating to a breach of the Warranties in paragraphs 1.1,
1.3 or 2.1 of Schedule 1.
	 
	2.	 	TIME LIMITS
	 
	2.1	 	The Seller shall not be liable for any Warranty Claim (other than a Warranty Claim for breach
of the Warranties in paragraphs 1.1, 1.3 or 2.1 of Schedule 1) unless the Seller is given
written notice of such Warranty Claim (specifying such reasonable detail of the fact, matter,
event or circumstance giving rise to the Warranty Claim as is then available to the Buyer and
an estimate (on a without prejudice basis) of the amount of such Warranty Claim) on or before:






	 	(a)	 	in the case of a Warranty Claim relating to the Warranties contained in
paragraph 9 (Taxation) of Schedule 1, the seventh anniversary of Closing Date;
	 
	 	(b)	 	in the case of a Warranty Claim relating to the Warranties contained in
paragraph 8 (Environmental Matters) of Schedule 1, the tenth anniversary of Closing
Date;











 



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	 	(c)	 	in the case of all other Warranty Claims (other than a Warranty Claim for
breach of the Warranties in paragraphs 1.1. 1.3 and 2.1 of Schedule 1), the date which
falls 18 months after the Closing Date,






	 	 	provided that, for the avoidance of doubt, the Seller’s Liability for Warranty Claims for
breach of the Warranties in paragraphs 1.1, 1.3 or 2.1 of Schedule 1 shall be unlimited in
time.
	 
	2.2	 	Any Warranty Claim shall (if not previously satisfied, withdrawn or settled) be deemed to
have been withdrawn and waived by the Buyer unless legal proceedings in respect of such
Warranty Claim have been commenced (by being both issued and served on the Seller) by the end
of the applicable warranty period set out in paragraph 2.1 of this Schedule 10 and, following
expiry of such warranty period, being asserted by the Buyer with a reasonable vigilance that
does not, when taken together with lapse of time and other circumstances, cause prejudice to
the Seller of a nature that entitles the Seller to the equitable remedy of laches.
	 
	3.	 	SHARE SALE DISCLOSURE LETTER
	 
	3.1	 	The Seller shall not be liable for any Warranty Claim if and to the extent that the fact,
matter, event or circumstance giving rise to the Warranty Claim was:






	 	(a)	 	fairly and accurately disclosed to the Buyer in the Share Sale Disclosure
Letter (and for this purpose “fairly and accurately disclosed” means disclosed in such
manner and in such detail as to enable a reasonable buyer to make a reasonably informed
and reasonably accurate assessment of the matter concerned); or
	 
	 	(b)	 	expressly provided for or stated to be an exception under the terms of the
Business Purchase Agreement or this Agreement.






	4.	 	NO DOUBLE RECOVERY
	 
	 	 	The Buyer under this Agreement and the Corporation under the Business Purchase Agreement and
the Excluded Assets and Liabilities Transfer Agreement shall not be entitled to recover
damages in respect of any Warranty Claim (as defined in, respectively, this Agreement, the
Business Purchase Agreement and the Excluded Assets and Liabilities Transfer Agreement) for
breach of any of the Warranties (as defined in, respectively, this Agreement, the Business
Purchase Agreement and the Excluded Assets and Liabilities Transfer Agreement) or otherwise
obtain reimbursement or restitution which exceed the total losses in respect of any breach
of Warranty (as defined in, respectively, this Agreement, the Business Purchase Agreement
and the Excluded Assets and Liabilities Transfer Agreement) or indemnity claim arising out
of or in connection with the same circumstances notwithstanding that such circumstances may
involve the breach of more than one Warranty.
	 
	5.	 	ACTS OF THE BUYER
	 
	5.1	 	The Seller shall have no liability whatsoever in respect of a Warranty Claim if and to the
extent that:






	 	(a)	 	the matter giving rise to a Warranty Claim would not have arisen but for a
voluntary act, omission or transaction carried out either:






	 	(i)	 	before the Closing Time at the written request of the Buyer; or
	 
	 	(ii)	 	after the Closing Time by the Buyer other than, in each case:






	 	(A)	 	in the ordinary and usual course of business;










 



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	 	(B)	 	as required in order to comply with any
obligations under this Agreement.






	6.	 	GENERAL LIMITATIONS
	 
	6.1	 	The Seller shall not be liable in respect of any Warranty Claim which is based upon a
liability which, at the time such claim is notified to the Seller, is contingent only or
otherwise not capable of being quantified (including by reasonable estimate) unless and until
such liability, in whole or in part, ceases to be contingent or becomes capable of being
quantified.
	 
	6.2	 	The Seller shall have no liability whatsoever in respect of a Warranty Claim if and to the
extent that the Warranty Claim arises or is increased as a result of, or is otherwise
attributable to, the passing or coming into force of, or any change in, after the date of this
agreement, any law, rule, regulation, directive, interpretation of the law or any
administrative practice of any government, governmental department, agency or regulatory body
or any increase in the rates of taxation or any imposition of taxation, in any such case not
actually announced or prospectively in force at the date of this agreement.
	 
	7.	 	PROCEEDS OF RECOVERY FROM THIRD PARTIES
	 
	7.1	 	If the Seller pays to the Buyer an amount in discharge of a Substantiated Warranty Claim and
the Buyer subsequently recovers a sum from some other person (including any insurance company)
which is directly referable to the matter giving rise to that Substantiated Warranty Claim or
obtains any relief, saving or benefit which is so referable the Buyer shall repay to the
Seller:






	 	(a)	 	an amount equal to the sum recovered from some other person or the value of the
relief, saving or benefit (calculated by reference to the amount saved); or
	 
	 	(b)	 	if the figure resulting under paragraph 7.1(a) of this Schedule 10 is greater
than the amount paid by the Seller to the Buyer in respect of the relevant
Substantiated Warranty Claim or the aggregate payments previously made by the Seller in
respect of all Substantiated Warranty Claims, such lesser amount as shall have been
paid by the Seller.






	7.2	 	Any payment required to be made by the Buyer pursuant to paragraph 7.1 of this Schedule 10
shall be made:






	 	(a)	 	in a case where the Buyer receives a payment, within 15 Business Days of the
receipt of such payment; and
	 
	 	(b)	 	in a case where the Buyer obtains a relief, saving or benefit, within 15
Business Days of the date on which such relief, saving or benefit is used or within 15
Business Days of the date on which a reduced payment by the Buyer is made as a
consequence of such relief, saving or benefit (if earlier).






	8.	 	MITIGATION BY THE BUYER
	 
	 	 	Nothing in this Agreement shall relieve the Buyer of any common law or other duty to
mitigate any loss, liability or damage suffered or incurred by it.
	 
	9.	 	REDUCTION IN CONSIDERATION
	 
	9.1	 	If any amount is paid by the Seller under the Warranties or pursuant to any other claim by
the Buyer under this Agreement, the amount of such payment shall be deemed to constitute a
reduction in the consideration payable under this Agreement.