Confidential InformationExhibit 2.2**SCHEDULE 8.1****REPRESENTATIONS AND WARRANTIES OF THE SELLERS****1.** **Sellers’ Capacity and Authority to Represent**1.1 The Sellers have sufficient legal capacity to execute this Agreement and to perform theobligations deriving therefrom.1.2 Except for the Conditions Precedent provided for in clause 5, the Sellers have obtained allapprovals, permits and authorizations, whether pursuant to law, regulation, administrativelaw, articles of association, or contractual obligations, necessary to enter into thisAgreement and to perform the obligations deriving therefrom.1.3 The execution and performance of this Agreement by the Sellers does not: a) Breach any obligation, whether verbal or written, of any of the Sellers or ofany DME Group companies;  b) Breach any law, regulation, or any other legal rule developing suchregulation passed by the competent authorities; or  c) Breach of any court judgment, ruling, decree, order, restraining order, writ,injunction, arbitration rule or ruling of any other nature whatsoever issued by anyjudicial or administrative authorities, or in any arbitration proceedings to which theSellers are a party, or which may affect their assets and rights.**2.** **Title to the Shares**2.1 The Sellers respectively own full legal title to the Shares referred to in **Schedule I**to theAgreement, by valid and lawful title, with all its rights, free and clear of any liens orencumbrances.2.2 There are no *Real Rights (“Derechos Reales”)*which affect the Shares.Page 1/28
 

 
Confidential Information2.3 There are no Personal Rights (“*Derechos Personales*”) which affect the Shares and the Sharesare not subject to any claim, encumbrance, option or similar restriction. 2.4 There are no limitations on the transfer of the Shares. 2.5 The Shares have been validly issued and are fully subscribed and paid-up. 2.6 The Sellers have not acquired the Shares with the use of prohibited financial assistance. 2.7 The representations and warranties of clauses 2.1 through 2.3, 2.5 and 2.6 above shall alsoapply to all shares that DME owns in each of DME Portfolio companies. Regarding 2.4 it shallalso apply to all companies in the DME Portfolio except for those listed in **Disclosure Annex2.7**. **3.** **Share Capital** 3.1 The share capital of each of the DME Group companies is set out in **Disclosure Annex 3.1**. 3.2 No corporate resolutions have been adopted which are pending execution which would cause anyvariation in the share capital of DME Group companies, whetherthrough the creation of new shares or the redemption, whether total or partial, of the Shares, nor the refunding of anyshareholder contributions, except for those described in **Disclosure Annex 3.2** 3.3 There are no options, subscription rights, warrants, convertible or tradable securities, orother rights (of any nature whatsoever) giving any right to subscribe or acquire shares of theDME Group companies. 3.4 None of the DME Group companies hold any of their own sharesor units (“*autocartera*”) nor shares or units in their respective parent companies.Page2/28
 

 
Confidential Information3.5 To the best of the Sellers’ knowledge representations set out in sections 3.1 to 3.4 aboveare also true of the Other Participations, except for the case of NIHON PLAST as described in**Disclosure Annex 3.5**. **4.** **Incorporation, Valid Existence and Capacity** 4.1 The DME Group companies are duly incorporated, validly existing and in good standing andregistered with the competent public registries and have full legal personality under theirrespective laws of incorporation. 4.2 The corporate object of each of DME Group companies is sufficient for undertaking theirrespective businesses and activities and entitles them to operate and to carry on theiractivities in the form they have undertaken to date. 4.3 To the best of the Sellers’ knowledge representations set out in sections 4.1 and 4.2 aboveare also true of the Other Participations. **5.** **Articles of Association, Minutes, Company Books and Accounts, Deposit of Accounts** 5.1 The articles of association of the DME Group companies are those registered with thecompetent Commercial Registry where applicable and are in accordance with applicable law.There has been no action taken, nor is action pending to amend or restate the articles ofassociation of any DME Group company, except as disclosed in **Disclosure Annex 5.1**. No DMEGroup company is in default or violation of its articles of association. 5.2 The minutes reflect all the matters dealt with and the resolutions adopted by thecorresponding management bodies in their respective meetings, having been signed by allpersons legally required to do so, and duly transcribed in their entirety into the minutesbooks of DME Group companies without any omissions. 5.3 The minutes books DME Group companies are duly legalized, contain all the resolutions adoptedby their respective general meetings of shareholders and management bodies, and are located atthe offices of the respective DME Group companies, except as disclosed in **Disclosure Annex5.3**.Page 3/28
 

 
Confidential Information5.4 All resolutions adopted by the general meetings of shareholders or the management bodies ofDME Group companies which have to be filed in the competent Commercial Registry and, as thecase may be, other competent public registries, have been duly registered. 5.5 The accounting books of the DME Group companies are duly legalized, have been kept in anorderly and diligent manner, are duly updated, and their content and form complies withapplicable law and with the applicable GAAP in each corresponding jurisdiction. 5.6 The other books which the DME Group companies are required by law to keep have been dulylegalized, have been kept in an orderly and diligent manner, contain all the informationrequired by law, and are located at the offices of the respective DME Group companies. 5.7 The DME Group companies have complied, in a timely manner and in due form, with the legalobligation to deposit their annual accounts with the Commercial Registry, where applicable. **6.** **Individual Financial Statements** 6.1 **Disclosure Annex 6.1**sets out the Individual Financial Statements of each DME Groupcompanies. 6.2 The Individual Financial Statements have been prepared based upon the information set out inthe accounting books of the respective DME Group companies. The Individual FinancialStatements have been prepared in accordance with generally accepted accounting principles inthe respective countries of DME Group companies and, as consistently applied and includingthose variations and interpretations described in an exhibit to that entity’s financialstatements (“GAAP”). The application of the respective country’s GAAP to the IndividualFinancial Statements has been consistent with that undertaken in prior fiscal years. 6.3 The Individual Financial Statements fairly, faithfully and accurately reflect the assets,liabilities, financial condition and profits of the respective DME Group companies.
Page 4/28

 
Confidential Information6.4 The provisions reflected in the Individual Financial Statements have been determined inaccordance with applicable national GAAP. 6.5 The depreciations reflected in the Individual Financial Statements have been determined inaccordance with applicable national GAAP. 6.6 The Individual Financial Statements reflect all liabilities of each of the DME Groupcompanies, the total amounts of which are duly accounted for. 6.7 There has been no reevaluation of assets except upon application of the rules governingreevaluation and reappraisal. In such cases, such rules have been strictly complied with. **7.** **Consolidated Financial Statements** 7.1 **Disclosure Annex 7.1**sets out the Consolidated Financial Statements of the DME Group. 7.2 The Consolidated Financial Statements have been prepared based upon the Individual FinancialStatements. The Consolidated Financial Statements have been prepared in accordance withapplicable Spanish GAAP and, in particular, in accordance with the rules and proceduresgoverning the consolidation of accounts. The application of applicable Spanish GAAP to theConsolidated Financial Statements has been consistent with the consolidation applied in priorfiscal years. 7.3 The Consolidated Financial Statements fairly, faithfully and accurately reflect the assets,liabilities, financial condition and the consolidated profits of the DME Group. 7.4 From the date of the Financial Statements (i.e. December 31, 2004) until Signing: a) The DME Group companies have conducted and managed their business activitiesand operations in the ordinary course in a manner consistent with past practices andwith those habitual in the market, and have not carried out any acts nor adopted anyresolutions of an extraordinary character which could adversely affect them which hasnot been expressly indicated in this Agreement; and
Page 5/28

 
Confidential Information b) There has been no act, circumstance or fact which arose or became evidentthat affects or could give rise to a Material Adverse Change in the respective assetsand business activities of each of the companies of the DME Group.**8.** **Contracts** 8.1 All of the contracts in force to which the DME Group companies are a party (i) are valid andbinding; (ii) do not breach applicable laws; (iii) have not been breached; (iv) no notice oftermination has been received thereunder; (v) there is no reason to believe that suchcontracts will be breached or not renewed at their expiry, except as disclosed in **DisclosureAnnex 8.1**; (vi) are not material loss making contracts; (vii) do not constitute with regard toany specific customer a loss making commercial relationship; and (vii) have been entered intoon an arms length basis. 8.2 None of the contracts which any of the DME Group companies are a party to contains anyclauses which restrict the capacity of such companies to undertake their commercial activityin any way. 8.3 There are no contracts with commercial agents, dealers, commission agents or similarcontracts or consulting agreement, except for those listed in **Disclosure Annex 8.3**. 8.4 The entering into of this Agreement: a) Does not give rise to the right of any party to resolve or cause the earlytermination of any agreement entered into by any of the DME Group companies, except asdisclosed in **Disclosure Annex 8.4 (a)**;  b) Does not give rise, whether directly or indirectly, to: (i) Any increase in the consideration paid by any of the DMEGroup companies in respect of any of the contracts entered into by the DMEGroup companies with suppliers or any other third parties [including theSellers]; nor  (ii) Any payment of any indemnity or penalty under contractsentered into by any of the DME Group companies .
Page 6/28

 
Confidential Information8.5 The DME Group companies have means and resources to undertake the Activities of the DME Groupin the manner in which they have been undertaken to date, and the entering into of thisAgreement does not implicate the termination or loss of such means and resources. **9.** **Product Liability / Recalls** 9.1 Sellers represent and warrant that there are no pending or threatened: (i) claims,investigations, causes of action or (ii) liabilities for injury or damage to person, propertyor other right, that relate to any product designed, manufactured, assembled or sold for or bythe DME Group companies. 9.2 Sellers represent and warrant that there are no pending or threatened recalls of or similaractions with products designed, manufactured, assembled or sold for or by the DME Groupcompanies, and that no customer, manufacturer, government or government agency has requested,directed, ordered or threatened a recall of such products. 9.3 Sellers represent and warrant that they have no knowledge of any product performance concernthat could give rise to product liability claim or a recall. **10.** **Real Estate** 10.1 **Disclosure Annex 10.1**sets out a description of all real estate of each of the DME Groupcompanies (the “Owned Real Estate”). 10.2 The Owned Real Estate is owned by the corresponding DME Group companies by valid and lawfultitle. 10.3 Except as disclosed in **Disclosure Annex 10.3**, and other than easments of record which do notinterfere with the use of the Owned Real Estate by the DME Group companies there are no *RealRights (“Derechos Reales”)*which affect the Owned Real Estate. 10.4 There are no Personal Rights which affect the Owned Real Estate.
Page 7/28

 
Confidential Information10.5 Except as disclosed in **Disclosure Annex 10.5**, the Owned Real Estate, where required, is dulyregistered at the corresponding public registries; the description of the Owned Real Estate asset out in such public registries is correct and coincides substantially with the actualphysical characteristics of the Owned Real Estate in question (including, without limitation,location, size, boundaries, area). 10.6 To the best of the Sellers’ knowledge, but without any limitation on Sellers’ liability if itis not true, none of the Owned Real Estate has been constructed using materials considered bycompetent authorities to be dangerous or prohibited (such as, without limitation, asbestos orany other material that may give rise to carbonatosis, aluminosis, etc). 10.7 **Disclosure Annex 10.7**sets out a description of all real estate leased, respectively, bycertain DME Group companies, including financial leasing arrangements (the “Leased RealEstate”). 10.8 All of the leasing agreements related to the Leased Real Estate are valid, in force, updatedwith their payments, and all parties thereto are in full compliance with their respectiveobligations thereunder. 10.9 The DME Group companies do not occupy or use any real estate other than the Owned Real Estateand the Leased Real Estate. 10.10 Except as disclosed in **Disclosure Annex 10.10**, the Owned Real Estate and the Leased RealEstate are properly maintained in accordance with the use for which they have been acquired orleased and they are operated in compliance with legal requirements, permits, etc. **11.** **Machinery and other Equipment Integrated into Fixed Assets** 11.1 Subject to customary title retention provisions (“*Reservas de dominio*”) the DME Groupcompanies are the owners of all machinery, equipment and fittings integrated into the fixedassets (other than customer owned tooling) as well as the remaining movable assets used in ornecessary to carry out the Activities of DME Group (the “Tangible Assets”) free and clear ofall liens, encumbrances and any other rights of third parties except for those rights of thirdparties stated in the relevant Individual Financial Statements.
Page 8/28

 
Confidential Information11.2 All Tangible Assets are duly accounted for in the relevant Individual Financial Statements. 11.3 The Tangible Assets are owned by the DME Group companies by valid and lawful title. 11.4 There are no *Real Rights (“Derechos Reales”)*which affect the Tangible Assets. 11.5 There are no Personal Rights which affect the Tangible Assets. 11.6 The Tangible Assets are duly registered with the corresponding public registries, whereapplicable. 11.7 **Disclosure Annex 11.7**sets out a list of all the leased tangible assets, respectively, bycertain DME Group companies , including financial leasing (“leasing”) or operating leasing(“renting”) arrangements (the “Leased Movables”). 11.8 All the leasing agreements over the Leased Movables are valid, in force, updated with theirpayments, and both parties thereto are in full compliance with all of their obligations. **12.** **Intellectual or Industrial Property; Know-how** 12.1 **Disclosure Annex 12.1**sets out a list of all the deeds of title to the Intellectual orIndustrial Property Rights of the DME Group companies, including all the applications theconcession of which would grant an Intellectual or Industrial Property Right to any of the DMEGroup companies , as well as the Intellectual or Industrial Property Rights which are owned bythird parties and which are used by the DME Group companies (the third party owner or ownersof such Intellectual or Industrial Property Rights being shown on the Disclosure Annex), andall the Intellectual or Industrial Property Rights licensed, respectively, by DME Groupcompanies to third parties (the third party licensee or licensees of such Intellectual orIndustrial Property Rights being shown on the Disclosure Annex) . 12.2 The entering into of this Agreement does not implicate the termination or loss of any legaltitle to the Intellectual or Industrial Property rights that DME Group
Page 9/28

 
Confidential Information  has and needs to undertake the activities of the DME Group in the manner they have beenundertaken to date. 12.3 The Intellectual or Industrial Property Rights set out in Disclosure Annex 12.1 are dulyregistered with the relevant public registries, where applicable, and are fully enforceableand valid against third parties, and are according to the best of the Sellers’ knowledge notsubject to any causes for which they may expire, be void or be avoided. 12.4 The Intellectual or Industrial Property Rights set out in Disclosure Annex 12.1 are updatedwith the payment of all annual fees, taxes, levies, charges and, in general, any paymentsapplicable to any of them under applicable law. 12.5 Other than specifically disclosed in **Disclosure Annex 12.1**, the DME Group companies are notcontractually obligated to pay, whether as a royalty, license, fee or other payment to anyperson in order to use any of the Intellectual or Industrial Property Rights set out inDisclosure Annex 12.1. 12.6 There are no claims, whether judicial or extrajudicial, nor any proceeding which could in anyway affect the Intellectual or Industrial Property Rights set out in Disclosure Annex 12.1. 12.7 The Intellectual or Industrial Property Right set out in Disclosure Annex 12.1 are free fromany charges and encumbrances, mortgages and guarantees, attachments, retentions or, ingeneral, rights conferred to third parties. 12.8 The Sellers have not directly or indirectly used, created, owned, or sought to register,under any title whatsoever, any industrial property, intellectual property or domain nameswhich includes, whether alone or in combination with any other rights, one or more of theelements which constitute or are included in the Intellectual or Industrial Property Rightsset out in Disclosure Annex 12.1, or that, even without including any such elements, mayprejudice, give rise to confusion with, or be associated with the Intellectual and IndustrialProperty Rights set out in Disclosure Annex 12.1. 12.9 In relation to the software programs (including, as the case may be, preliminarydocumentation and use manuals) set out in Disclosure Annex 12.1, each DME
Page 10/28

 
Confidential Information  Group company holds all of the rights necessary for their use by each user in the ordinarycourse of their activities and operations. 12.10 Except as disclosed in **Disclosure Annex 12.10**, the DME Group companies are not infringing,misappropriating or otherwise violating and have not previously infringed, misappropriated orotherwise violated the Intellectual or Industrial Property Rights of any person and there isno infringement, misappropriation or other violation by any person of any of the Intellectualor Industrial Property Rights of DME Group companies and no infringement claim ofinfringement, misappropriation or other violation of Intellectual or Industrial Property hasbeen threatened or is pending against any DME Group companies. 12.11 The DME Group companies have taken reasonable actions as would have been taken by anydiligent manager (including executing non-disclosure and intellectual property assignmentagreements and filing for statutory protections where appropriate) to protect, preserve,police and maintain Intellectual or Industrial Property Rights set out in Disclosure Annex12.1. **13.** **Intangible Assets** 13.1 All the capitalized R&D expenses have been accounted for in accordance with applicablenational GAAPs. 13.2 The relevant companies of the DME Group maintain the required individual documentation foreach of the projects capitalized. 13.3 Impairment analysis has been performed regarding the present value of the investments inconnection with their future contribution to income and no additional amortizations and/orprovisions are required. 13.4 The amortization period used by the DME Group is 5 years.
Page 11/28

 
Confidential Information**14.** **Financial Assets** 14.1 The DME Group companies own, respectively, full valid and legal title to the shares(“*acciones*” or “*participaciones*”) of the DME Portfolio, free and clean of all liens,encumbrances, options, charges or other Third Party Rights. 14.2 The DME Group companies, other than the Other Participations, do not have any investments inany other companies, whether Spanish or foreign companies, capital stock companies or any typeof association (“joint venture”), temporary economic grouping, temporary union of companies,nor do they have the condition of director or have control over the management and directionof another company or entity, other than the DME Portfolio. **15.** **Banks / Grants / Subsidies** 15.1 **Disclosure Annex 15.1**sets out a list of all the bank accounts and deposits opened infinancial institutions, respectively, by the DME Group companies. 15.2 There are no negative balances or overdrafts in any of the bank accounts and deposits. 15.3 **Disclosure Annex 15.3**sets out a list of all the grants and subsidies received by the DMEGroup companies which are currently in effect or have not yet been fulfilled. 15.4 The DME Group companies are and have always been in full compliance with the requirements ofsuch grants or subsidies (as applicable). **16.** **Loans Granted by the DME Group companies** 16.1 No DME Group company has granted or made any loans or credit arrangements to any thirdparties except for loans to employees in the aggregate amount below€ 50,000. 16.2 **Disclosure Annex 16.2**sets out a list of all the loans and credit arrangements granted amongthe DME Group companies.
Page 12/28

 
Confidential Information**17.** **Inventories** 17.1 Inventories of raw materials, unfinished products and finished products are owned by validand legal title by or are consigned to the DME Group companies and meet the needs of currentoperations. The terms of all consignment arrangements have been disclosed to Purchaser. 17.2 The inventories of the DME Group companies are in an adequate state of repair in accordancewith their nature. 17.3 The inventories owned by the DME Group companies are not subject to any Real Rights. 17.4 None of the inventories of the DME Group Companies are obsolete, other than those for whichdue provision has been made. The provisions for obsolete inventory and slow moving items havebeen made in accordance with applicable national GAAP and have considered both obsolescenceand slow moving situations and in a manner consistent with prior fiscal years. **18.** **Customers** 18.1 The accounts receivable are those which are set out in the Individual Financial Statements.The provisions for bad debts reflected in the Individual Financial Statements have been madein accordance with applicable national GAAP and in a manner consistent with prior fiscalyears. 18.2 All of the accounts receivable of the DME Group companies, disclosed in **Disclosure Annex18.2**, are recoverable in their entirety on the date they are respectively due and payable. Nobills of exchange, factoring or other form of accounts receivable discounting has been agreedby, or with any of the DME Group companies. 18.3 The payment conditions that the DME Group companies offer respective customers conform to thepractices in the industry in which they operate and are consistent with those applied in priorfiscal years. No customer has benefited from special payment conditions.
Page 13/28

 
Confidential Information18.4 Discounts for volume purchasing (“rappels”) as well as any other benefits offered tocustomers are adequately reflected in the Individual Financial Statements of each of the DMEGroup companies, including, where appropriate, provisions for variation in accruals. Therehave been no significant modifications in the commercial discount policies compared topolicies applied consistently in prior fiscal years. 18.5 Except as disclosed in **Disclosure Annex 18.5**, no customer, which accounts for more than oneper cent (1%) of the sales of any of the DME Group companies has during the past 24 monthsthreatened to terminate or terminated their relationship with any of the DME Group companies,nor has such a customer notified their intention to terminate their relationship therewith. 18.6 All contracts between the DME Group companies and its customers are on the basis of standardpurchase orders issued by the respective customers. **19.** **Issuing of Obligations and Series of Debt** 19.1 None of the DME Group companies have had recourse to financing by means of issuing publicdebt and, in particular, have not issued any obligations (whether convertible ornon-convertible), bonds, promissory notes, commercial paper, warrants, or any other creditinstrument or series of debt. **20.** **Debts with Financial Institutions** 20.1 **Disclosure Annex 20.1**sets out all of the loans, credits and any other type of unpaidfinancing granted by financial and non-financial institutions to DME Group companies. 20.2 The contracts referred to in **Disclosure Annex 20.1**are in force and have not been breached. 20.3 The DME Group companies are updated with the payment of any quotas, amortizations orinterests derived from the financing agreements.
Page 14/28

 
Confidential Information20.4 None of the DME Group companies hold any off-balance sheet financial arrangements such asfactoring, confirming, derivatives and any other similar financial instrument that should needto be properly disclosed and/or accounted for. **21.** **Guarantees** 21.1 None of the DME Group companies are guarantors or have given any other form of guarantee orhave their assets serve as collateral for any obligations of any other DME Group company orany third parties, except for as provided in **Disclosure Annex 21.1**. 21.2 **Disclosure Annex 21.2**lists all the guarantees and other forms of collateral received by allDME Group companies. **22.** **Suppliers/Accounts Payable** 22.1 All debts with suppliers of the DME Group companies are duly reflected in the FinancialStatements in accordance with applicable national GAAP. 22.2 **Disclosure Annex 22.2**includes all the commercial paper (including bills of exchange andpromissory notes) issued, granted, or accepted by the DME Group companies. 22.3 Except as for disclosed in **Disclosure Annex 22.3**, all of the DME Group companies have timelycomplied with their payment obligations and have not incurred any cause of default thereunder. 22.4 All debts with suppliers correspond to the regular operations of the DME Group companiesundertaken in the ordinary and usual course of their operations, resulting from the deliveryof goods or rendering of services by the suppliers duly justifying the existence of suchdebts. Credit Agreements are in conform to practice within the industry. 22.5 Except as disclosed in **Disclosure Annex 22.5**, no supplier which accounts for more than oneper cent (1%) of the acquired raw material or services of any of the
Page 15/28

 
Confidential Information  DME Group companies has during the past 24 months threatened to terminate, terminated oraltered the terms of their commercial relationship with any of the DME Group companies, norhas communicated their intention to do so. 22.6 There are no discounts for volume purchasing (“rappels”) and any other benefits that the DMEGroup companies have credited against their suppliers. **23.** **Taxes** 23.1 All of the DME Group companies have timely complied with all legal obligations for taxmatters in all competent jurisdictions in both their material and formal aspects. 23.2 None of the DME Group companies have amended any of their tax declarations in any fiscalyears not yet barred by the applicable statute of limitation. 23.3 No amounts are owed for Taxes other than those reflected and appearing in the ConsolidatedFinancial Statements and in the Individual Financial Statements. 23.4 The DME Group companies have funded sufficient provisions and reserves for payment of Taxesdue and not expired. 23.5 Each of the DME Group companies have timely filed in due form all Tax returns, paid allTaxes required to be paid with such tax returns, preserved the supporting documents inrelation to Taxes, and the tax authorities have not requested clarification of any suchdeclarations. 23.6 **Disclosure Annex 23.6**sets out a list of all the fiscal tax inspections or requests by theTax authorities to any of the DME Group companies. Other than as indicated in such DisclosureAnnex, there are no inspections, proceedings, consultations or discussions pending resolutionsby the tax authorities or Courts. 23.7 The amount of economic rights of a tax nature which result from the declared tax losses, taxrefunds, incentives, deductions and amortization plans which are set out in **Disclosure Annex23.7**are fully in force and in compliance with Law. The available tax credits of DME onResearch & Development as of December 31, 2004 are at leastequal to€ 13,396,876.92 millionand have been declared and reflected
Page 16/28

 
Confidential Information  in the tax returns in full compliance of the applicable tax Laws and regulations. DME keepsthe relevant supporting documentation to support the use of the tax credits applied in thepast for this concept and/or the use to be made in future tax years. 23.8 The entries corresponding to the goodwill, if any, set out in the Individual FinancialStatements of each of the DME Group companies are amortizable and deductible for tax purposes. 23.9 No DME Group company is subject to a regime of international or national tax transparency. 23.10 The DME Group companies are not now and have never been taxed under the Tax Regime of Groupsof Companies (“*Régimen Fiscal de los Grupos de Sociedades*”). 23.11 None of the DME Group companies are subject to the Quantity Regime of the Basque Country(“*Régimen de Cifra Relativa con el País Vasco*”). 23.12 None of the DME Group companies have used methods which cause a delay in the payment oftaxes or levies, nor have they used any accounting practices which cause a postponement ordeferment of taxes. 23.13 Except as disclosed on **Disclosure Annex 23.13**, none of the DME Group companies has, nor hasit ever had, a “permanent establishment” in any country other than its country of formation,as such term is defined in any applicable Tax treaty or convention, nor has it otherwise takensteps that have exposed it to the taxing jurisdiction of a country other than its country offormation. 23.14 No claim has ever been made by an authority in a jurisdiction where a DME Group company doesnot file Tax returns that it is or may be subject to taxation by that jurisdiction, nor, tothe best knowledge of the Sellers, is there any factual or legal basis for any suchclaim. 23.15 The transfer pricing policy followed by DME Group companies in their relationshipswith related parties and among the DME Group companies has been decided and is applied in fullcompliance of the tax Laws and regulations of the countries involved in such intercompanytransactions, and therefore the transfer
Page 17/28

 
Confidential Information  pricing policy as applied does not give rise to liabilities in any of such DME Groupcompanies. **24.** **Health, Safety and Environmental** 24.1 The storage, treatment facilities and deposits where toxic, noxious, dangerous, radioactivesubstances, asbestos, or other hazardous materials or liquids which may affect theenvironment, of each of the DME Group companies are in a perfect state of use and repair, arefree from any leaks or defects which may limit or affect their use in accordance with thepurposes they serve, and there have been no instances of leaks, defects or spillages in thepast. All facilities have been operated in full compliance with relevant health, safety andenvironmental legislative requirements and permit provisions. 24.2 The DME Group companies comply with and have always complied with all applicable laws inregards to environmental matters. In particular, each of the DME Group companies complies withand has always complied with: a) All of their obligation in respect of the use, state of repair orexploitation of the facilities, productive processes, asbestos, transport of goods orproducts, elimination of residues or surpluses, and extraction of raw materialsincluding the European End-of-Life Vehicles directive 2000/53/EC; and  b) All its obligations in regards to the handling, treatment, storage,elimination or dumping of toxic, noxious, dangerous or radioactive substances,including those derived from the use of their goods and assets by third parties forwhich DME Group companies may be responsible.24.3 There are not, and there have not been any claims, demands, actions, suits, proceedings orinvestigations (before any courts, tribunals or administrative bodies), related toenvironmental matters or the dumping or manipulation of toxic, noxious, dangerous orradioactive substances arising from the ownership, use, state of repair, or exploitation ofthe assets of the DME Group companies . 24.4 The toxic, noxious, dangerous or radioactive substances used by the DME Group, do not producecontamination, and actions and measures have been adopted as required to avoid futurecontamination, whether to the assets of any DME Group companies or to those owned by thirdparties, including any public authorities.
Page 18/28

 
Confidential Information24.5 There is and has been no environmental contamination of soil, subsoil and groundwaterresources at any Owned Real Estate or Leased Real Estate exceeding national or internationalreferences. **25.** **Labour / Social Security** 25.1 The DME Group companies have hired and employed their Personnel and paid the Personnelsalaries in accordance with all applicable laws in force and are up to date in the payment oftheir obligations with respect to the Personnel. In particular, the DME Group companies havetimely complied, in the appropriate form, with their tax and Social Security obligations inrespect of the Personnel. 25.2 Except as disclosed in **Disclosure Annex 25.2**, the DME Group companies do not have any privateaccident, life, health or other insurance contracted in favour of any members of thePersonnel, and have not entered into or subscribed to any pension plans conveying orproviding benefits to any Personnel. 25.3 Except as disclosed in **Disclosure Annex 25.3**, there are no obligations relating to paymentsin kind, compensations or other benefits (including purchase options, savings plans,incentives, or automobiles) with any members of the Personnel. 25.4 The DME Group companies have not entered into any undertaking or agreement with the membersof the Personnel other than those derived from their labour relationship. 25.5 DMI sold in October 2004 its premises in Almussafes (Valencia) to Valautomoción S.L. Thisoperation shall be considered as a transfer of undertakings and DME Group have complied withall the obligations under Spanish labour law, relating to the employees affected by theoperation and there is no liability prior to the transfer that should appear in the threeyears after the transaction. 25.6 Except as disclosed in **Disclosure Annex 25.6**, none of the DME Group companies has assumed anyobligations which grant any member of the Personnel the right to terminate their labourrelationship in the event of a change of control or sale of a majority interest any of the DMEGroup companies, or the right to receive amounts or any other benefit of any nature greaterthan those established by law in the event of termination of their ordinary or special labourrelationship.
Page 19/28

 
Confidential Information25.7 Except as disclosed in **Disclosure Annex 25.7,**no claims are pending or have been threatenedbetween members of the Personnel and the DME Group companies and there are no circumstances orfacts from which could arise future claims. With the exception of the information set out in**Disclosure Annex 25.7,**in the last six (6) months, the DME Group companies have not dismissedor taken action to terminate the employment relationship of any member of the Personnel and nokey or important employee has expressed any intention to change employment due to thetransactions contemplated by this Agreement or for any other reason. 25.8 The DME Group companies comply with all applicable laws in respect of health and hygiene atthe workplace, occupational health and safety, prevention of work-related accidents. All workcentres have the equipment that the Law requires for the prevention of work-related accidents. 25.9 None of the service relationships entered into by any of the DME Group companies withsuppliers has given or gives rise to liabilities in any of such DME Group companies related tolabour obligations of the suppliers. **26.** **Permits and Licences** 26.1 The DME Group companies hold all the permits, licences and authorisations necessary forundertaking the Activities of the DME Group authorised by their respective corporate objectswithout any limitation. 26.2 Except as referred to **Disclosure Annex 26.2**, the DME Group companies have regularly obtainedand maintain fully in force all of the aforementioned permits, licences and authorisations.Such permits, licences or authorisations do not require the undertaking of any importantinvestments or the completion of any onerous obligations to remain in force or for theirrenewal. 26.3 This Agreement shall not give rise to the default, or result in loss, amendment ormodification of any permits, licences and authorisations held by the DME Group companies.
Page 20/28

 
Confidential Information**27.** **Competition Law** 27.1 None of the DME Group companies or Sellers are part of any agreement nor have undertaken anypractices which could be considered as anti-competitive pursuant to national or EuropeanCommunity laws, nor have they carried out any activities that could be deemed as unfairtrading practices. **28.** **Insurance** 28.1 **Disclosure Annex 28.1**sets out a list of all the insurance policies entered into by the DMEGroup companies. The insurance policies subscribed by each of the DME Group companies providecover for all the foreseeable risks derived from the Activities of the DME Group in theamounts and terms consistent with automotive industry practices in Europe. 28.2 The insurance policies are in force and each of the DME Group companies is up to date withthe payment of the insurance premiums relating thereto. **29.** **Computer System** 29.1 The computers, equipment, servers, communications networks and computer facilities orhardware, as well as the computer programmes or software, used for the running and operationof the DME Group companies (“Computer System”) are in good working order, have receivedmaintenance and repair to assure their good working order and do not have nor is there reasonto relieve that they may have any defects that could affect their performance or limit theundertaking of the Activities of the DME Group. 29.2 The computer programmes or software used by the Computer System are duly authorised and allthe requisite licences therefore have been regularly acquired. 29.3 The use of the Computer System by the DME Group companies has not breached nor presentlybreaches any rights of any third party.
Page 21/28

 
Confidential Information29.4 Disclosure **Annex 29.4**lists all contracts relating to the use, access, development andmaintenance of the Computer System with third parties (such as outsourcing). 29.5 The DME Group companies possess all the necessary legal and technical documentation relatingto the Computer System and have the personnel to operate the Computer System with fullefficiency and normality, without interruption caused by the Transaction. **30.** **Personal Data** 30.1 The DME Group companies comply with all data protection laws. 30.2 The DME Group companies have registered files containing data of a personal nature with theAgency for the Protection of Personal Data (“*Agencia de Protección de Datos*”) prior to theircreation. 30.3 The DME Group companies keep files containing personal data under adequate security measures,in compliance with the Regulation on Security Measures. **31.** **Insolvency** 31.1 Except as disclosed in **Disclosure Annex 31.1**, none of the DME Group companies are insolventor in a state which would require them to adopt measures to re-establish a balance betweentheir assets and liabilities. 31.2 Neither the Sellers nor the DME Group companies have initiated proceedings to dissolve orliquidate any of the DME Group companies, nor have they filed any petitions in bankruptcy orfor the suspension of payments, nor have they requested any other measure for the protectionfrom creditors under applicable bankruptcy and insolvency laws. 31.3 No third party has initiated (nor notified its intention to initiate) legal actions directedat causing the dissolution or bankruptcy of the DME Group companies.
Page 22/28

 
Confidential Information31.4 No proceedings have been initiated (or threatened) to seize, execute, charge, or otherwise tocollect any debts against, any of the assets of the DME Group companies. 31.5 Except as disclosed in **Disclosure Annex 31.5**none of the DME Group companies have anyrelationship with any customer or supplier which, to the best of the Sellers’ knowledge, issubject to a process of dissolution, liquidation, bankruptcy or any other insolvencyproceedings. **32.** **Litigation** 32.1 Except for the pending proceedings set out in **Disclosure Annex 32.1**, none of the companies ofthe DME Group nor any Person for whose actions any of such companies are legally responsibleis a party, whether as plaintiff, defendant, witness or participant, in any judicial orarbitral proceedings, whether relating to civil, contentious-administrative, criminal oreconomic-administrative matters (whether before the ordinary courts and tribunals, arbitraltribunals, or before administrative bodies at the national, autonomous community, municipal orother government level), nor are they a party to any claims, investigations or, moregenerally, any audit or inspection proceedings. 32.2 None of the aforementioned proceedings are pending and to the best of the Sellers’ knowledgethere is no threat that such proceedings will be initiated against any of the DME Groupcompanies or any such Persons. 32.3 There are no claims pending or threatened, nor, to the Sellers’ best knowledge, docircumstances exist that are likely to give rise to such claims, against the directors ormembers of the board of directors of the DME Group companies which could give rise to economicliabilities for the DME Group companies. There are no judgements or orders against any of theSellers or DME Group companies or settlement of any proceedings or judicial investigationsaffecting or limiting the manner and/or capacity of the DME Group companies or theirdirectors, to conduct the Activities of the DME Group.
Page 23/28

 
Confidential Information**33.** **Compliance with Laws** 33.1 In respect of matters which have not been specifically described in these Representations andWarranties, the DME Group companies comply with all laws, regulations and rules applicable tothem.
Page 24/28

 
Confidential InformationList of Disclosure Annexes Schedule 8.1   Disclosure Annex 2.7: Companies where there are restricitons to transfer of shares.   Disclosure Annex 3.1: Share capital of the DME Group companies   Disclosure Annex 3.2: Corporate resolutions affecting share capital   Disclosure Annex 3.5: Nihon Plast   Disclosure Annex 5.1: Amendments of By-laws   Disclosure Annex 5.3: Corporate Books   Disclosure Annex 6.1: Individual Financial Statements   Disclosure Annex 7.1: Consolidated Financial Statements   Disclosure Annex 8.1: Contracts which may not be renewed   Disclosure Annex 8.3: Contracts with commercial agents, dealers, etcetera   Disclosure Annex 8.4 (a): Contracts with change of control provisiones   Disclosure Annex 10.1 Owned Real Estate   Disclosure Annex 10.3: Real Rights affecting Real Estate   Disclosure Annex 10.5: Circumstances and description of Real Estate   
Page 25/28

 
Confidential Information   Disclosure Annex 10.7: Leased of Real Estate   Disclosure Annex 10.10: Easements burdening the Owned Real Estate or the Leased RealEstate   Disclosure Annex 11.7: Leased Movables   Disclosure Annex 12.1: List Intellectual Property Rights; Know-how   Disclosure Annex 12.10: Autoliv   Disclosure Annex 15.1: Bank Accounts   Disclosure Annex 15.3: Subsidies and grants   Disclosure Annex 16.2: Loans and credit agreements among DME Group companies   Disclosure Annex 18.2: Accounts receivables   Disclosure Annex 18.5: Customers   Disclosure Annex 20.1: Financial Loans   Disclosure Annex 21.1: Guarantees and collaterals granted   Disclosure Annex 21.2: Guarantees and collaterals received   Disclosure Annex 22.2: Commercial Paper   Disclosure Annex 22.3: Payment obligations   
Page 26/28

 
Confidential Information   Disclosure Annex 22.5: Suppliers   Disclosure Annex 23.6: Taxes   Disclosure Annex 23.7: Tax credits   Disclosure Annex 23.13: Permanent Establishment   Disclosure Annex 25.2: Life Insurance   Disclosure Annex 25.3: Payments in kind   Disclosure Annex 25.6: Special arrangements   Disclosure Annex 25.7: Labour claims   Disclosure Annex 26.2: Permits and Licenses   Disclosure Annex 28.1: Insurances   Disclosure Annex 29.4: IT Systems   Disclosure Annex 31.1: Insolvency   Disclosure Annex 31.5: Suppliers in financial difficulties   Disclosure Annex 32.1: Litigation
Page 27/28