REDUCED,
AS A RESULT OF SUCH FAILURE;
8.8.2
THE BUYERS SHALL NOT MAKE (AND SHALL PROCURE THAT NO
MEMBER OF THE GROUP SHALL MAKE) ANY ADMISSION OF LIABILITY, AGREEMENT OR
COMPROMISE WITH ANY PERSON, BODY OR AUTHORITY IN RELATION TO THAT THIRD PARTY
CLAIM WITHOUT PRIOR CONSULTATION WITH THE SELLERS;
8.8.3
THE BUYERS SHALL CAUSE THE RELEVANT MEMBER OF THE GROUP
TO TAKE SUCH ACTION AS THE SELLERS SHALL REASONABLY REQUEST TO AVOID, RESIST,
DISPUTE, APPEAL, DEFEND OR COMPROMISE ANY SUCH CLAIM (SUBJECT TO THE
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RELEVANT MEMBER OF THE GROUP BEING ENTITLED TO EMPLOY ITS OWN LEGAL ADVISERS AND
BEING INDEMNIFIED AND SECURED TO ITS REASONABLE SATISFACTION BY THE SELLERS
AGAINST ALL LOSSES, COSTS, DAMAGES AND EXPENSES, INCLUDING THOSE OF ITS LEGAL
ADVISERS, INCURRED IN CONNECTION WITH SUCH CLAIM) SAVE THAT IT SHALL BE DEEMED
TO BE UNREASONABLE FOR THE BUYERS TO BE OBLIGED TO TAKE ANY ACTION WHICH WOULD
IN THE REASONABLE OPINION OF THE BUYERS BE MATERIALLY PREJUDICIAL TO THE BONA
FIDE COMMERCIAL INTERESTS OF ANY MEMBER OF THE GROUP; AND
8.8.4
THE BUYERS SHALL CAUSE THE RELEVANT MEMBER OF THE GROUP
TO CONSULT AS FULLY AS IS REASONABLY PRACTICABLE WITH THE SELLERS AS REGARDS THE
CONDUCT OF ANY PROCEEDINGS ARISING OUT OF SUCH CLAIM.
8.9
WHERE ANY STATEMENT IS QUALIFIED BY THE EXPRESSION 'SO FAR AS
THE SELLERS ARE AWARE' OR 'TO THE BEST OF THE SELLERS' KNOWLEDGE, INFORMATION OR
BELIEF' OR SIMILAR EXPRESSION, THE SELLERS SHALL BE DEEMED TO BE AWARE OF ALL
MATTERS OF WHICH THEY ARE OR WOULD HAVE BEEN AWARE HAVING MADE ALL REASONABLE
ENQUIRIES OF GRAEME COOMBES, LEE MORTON, REEMA BART BHONOT, MARK WILKINSON,
BARRY STAPELY, PAUL JENKINS, CLAUS PETER PAULA, WERNER ETTLE, THOMAS
ECKERSDORFER, STEFAN ALLMER AND BEATA SADOWSKA, TOGETHER WITH THE SELLERS'
ACCOUNTANTS, IN EACH CASE AS AT THE DATE OF THIS AGREEMENT.
8.10
A RELEASE, WAIVER, COMPROMISE OR OTHER ARRANGEMENT WHICH THE
BUYERS AGREE TO OR MAKE IN RELATION TO ONE OF THE SELLERS IN CONNECTION WITH
THIS AGREEMENT OR THE TAX DEED SHALL NOT AFFECT THE RIGHTS OF THE BUYERS AS
REGARDS THE OTHER SELLERS.
8.11
THE AGGREGATE LIABILITY OF THE SELLERS IN RESPECT OF ALL CLAIMS
UNDER THIS AGREEMENT OR THE TAX DEED SHALL NOT EXCEED A SUM EQUAL TO THE
CONSIDERATION.
9
WARRANTIES BY THE BUYERS
The Buyers warrant to the Sellers that:
9.1
THE RESPECTIVE BUYERS ARE VALIDLY EXISTING COMPANIES AND DULY
INCORPORATED UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTION;
9.2
THE RESPECTIVE BUYERS HAVE THE LEGAL RIGHT AND FULL POWER AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT;
9.3
THE AGREEMENT WILL, WHEN EXECUTED, CONSTITUTE VALID AND BINDING
OBLIGATIONS ON THE BUYERS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS; AND
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9.4
THE BUYERS HAVE TAKEN ALL CORPORATE ACTION REQUIRED BY THEM TO
AUTHORISE ENTRY AND PERFORMANCE IF THEIR RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT.
10
ASSIGNMENT AND SUCCESSION
10.1
THIS AGREEMENT IS PERSONAL TO THE PARTIES TO IT. ACCORDINGLY,
SAVE AS PROVIDED IN CLAUSE 10.2, NONE OF THE PARTIES HERETO MAY,