TO ANY OTHER RIGHTS OR
REMEDIES AVAILABLE TO THE BUYER UNDER THE AGREEMENT, OR OTHERWISE HOWSOEVER, AT
LAW OR IN EQUITY.
THE RIGHT OF SET OFF PROVIDED FOR IN THIS CLAUSE SHALL NOT
APPLY IN RESPECT OF THE BASIC SALARY PAYABLE PURSUANT TO THE SERVICE AGREEMENTS
TO THE SELLERS OR EITHER OR THEM.
22.
SEVERANCE
22.1
IF ANY PROVISION OF THIS AGREEMENT (OR PART OF A
PROVISION) IS FOUND BY ANY COURT OR ADMINISTRATIVE BODY OF COMPETENT
JURISDICTION TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE OTHER PROVISIONS SHALL
REMAIN IN FORCE.
22.2
IF ANY INVALID, UNENFORCEABLE OR ILLEGAL
PROVISION WOULD BE VALID, ENFORCEABLE OR LEGAL IF SOME PART OF IT WERE DELETED,
THE PROVISION SHALL APPLY WITH WHATEVER MODIFICATION IS NECESSARY TO GIVE EFFECT
TO THE COMMERCIAL INTENTION OF THE PARTIES.
23.
AGREEMENT SURVIVES COMPLETION
This agreement (other than obligations that have already been fully performed)
remains in full force after Completion.
24.
THIRD PARTY RIGHTS
24.1
SUBJECT TO CLAUSE 24.2, THIS AGREEMENT AND THE
DOCUMENTS REFERRED TO IN IT ARE MADE FOR THE BENEFIT OF THE PARTIES AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS AND ARE NOT INTENDED TO BENEFIT, OR BE
ENFORCEABLE BY, ANYONE ELSE.
24.2
THE FOLLOWING PROVISIONS ARE INTENDED TO BENEFIT
FUTURE BUYERS OF THE SALE SHARES FROM THE BUYER AND, WHERE THEY ARE IDENTIFIED
IN THE RELEVANT CLAUSES,
31
THE COMPANY AND THE SUBSIDIARIES AND SHALL BE ENFORCEABLE BY THEM TO THE FULLEST
EXTENT PERMITTED BY LAW:
24.2.1
CLAUSE 7 AND SCHEDULE 4
, SUBJECT TO CLAUSE 8;
24.2.2
CLAUSE 9 AND SCHEDULE 5;
24.2.3
CLAUSE 10;
24.2.4
CLAUSE 11;
24.2.5
CLAUSE 13; AND
24.2.6
CLAUSE 20.
24.3
EACH OF THE PARTIES REPRESENTS TO THE OTHERS THAT
THEIR RESPECTIVE RIGHTS TO TERMINATE, RESCIND OR AGREE ANY AMENDMENT, VARIATION,
WAIVER OR SETTLEMENT UNDER THIS AGREEMENT ARE NOT SUBJECT TO THE CONSENT OF ANY
PERSON THAT IS NOT A PARTY TO THIS AGREEMENT.
25.
SUCCESSORS
The rights and obligations of the Sellers and the Buyer under this agreement
shall continue for the benefit of, and shall be binding on, their respective
successors and assigns.
26.
COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which is
an original and which together have the same effect as if each party had signed
the same document.
27.
LANGUAGE
If this agreement is translated into any language other than English, the
English language text shall prevail.
28.
GOVERNING LAW AND JURISDICTION
28.1
THIS AGREEMENT AND ANY DISPUTES OR CLAIMS ARISING
OUT OF OR IN CONNECTION WITH ITS SUBJECT MATTER ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF ENGLAND.
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28.2
THE PARTIES IRREVOCABLY AGREE THAT THE COURTS OF
ENGLAND HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM THAT ARISES
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
29.
RELEASE OF GUARANTEE
FOLLOWING COMPLETION THE BUYER SHALL AS SOON AS PRACTICABLY POSSIBLE (AND IN ANY
EVENT NO LATER THAN 60 DAYS FROM THE DATE HEREOF) OBTAIN THE RELEASE OF THE
SELLERS FROM