ACTION AGAINST A BUYER OR TOTE
TAKING ANY ACTION AGAINST GLOBAL DRAW.
23.8
THE SELLERS (OR TOTE, IN THE CASE OF THE TOTE CONTRACT) MAY MAKE
ONE OR MORE DEMANDS UNDER THIS CLAUSE.
24
PROPER LAW AND AGENT FOR PROCESS
24.1
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH ENGLISH LAW AND THE PARTIES SUBMIT ANY DISPUTE WHICH MAY ARISE OUT OF,
UNDER, OR IN CONNECTION WITH THIS AGREEMENT TO THE NON-EXCLUSIVE JURISDICTION OF
THE ENGLISH COURTS.
24.2
THE SELLERS SHALL AT ALL TIMES MAINTAIN IN ENGLAND AN AGENT FOR
SERVICE OF PROCESS AND ANY OTHER DOCUMENTS IN ANY PROCEEDINGS IN CONNECTION WITH
THIS AGREEMENT.
ANY CLAIM FORM, JUDGMENT OR OTHER NOTICE OF LEGAL PROCESS SHALL
BE SUFFICIENTLY SERVED ON THE SELLERS IF DELIVERED TO SUCH AGENT AT ITS ADDRESS
FOR THE TIME BEING.
THE SELLERS IRREVOCABLY UNDERTAKE NOT TO REVOKE THE
AUTHORITY OF THE ABOVE AGENT AND, IF, FOR ANY REASON, THE BUYERS REQUEST THE
SELLERS TO DO SO IT SHALL PROMPTLY APPOINT ANOTHER SUCH AGENT WITH AN ADDRESS IN
ENGLAND AND ADVISE THE BUYERS.
IF, FOLLOWING SUCH A
39
REQUEST, THE SELLERS FAIL TO APPOINT ANOTHER AGENT, THE BUYERS SHALL BE ENTITLED
TO APPOINT ONE ON BEHALF OF THE SELLERS AT THE EXPENSE OF THE SELLERS.
25
ENTIRE AGREEMENT
25.1
THIS AGREEMENT, THE TAX DEED AND THE DISCLOSURE LETTER SET OUT
THE ENTIRE AGREEMENT BETWEEN THE PARTIES TO THIS AGREEMENT AND THOSE DOCUMENTS
IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO THE EXCLUSION
OF ANY TERMS IMPLIED BY LAW WHICH MAY BE EXCLUDED BY CONTRACT AND SUPERSEDES ANY
PREVIOUS WRITTEN OR ORAL AGREEMENT BETWEEN THE PARTIES IN RELATION TO THE
MATTERS DEALT WITH IN THIS AGREEMENT.
25.2
THE BUYERS AND SELLERS EACH ACKNOWLEDGE THAT THEY HAVE NOT BEEN
INDUCED INTO THIS AGREEMENT BY ANY REPRESENTATION, WARRANTY OR UNDERTAKING NOT
EXPRESSLY INCORPORATED INTO IT.
25.3
SO FAR AS PERMITTED BY LAW, AND EXCEPT IN THE CASE OF FRAUD,
EACH PARTY AGREES AND ACKNOWLEDGES THAT ITS ONLY RIGHT AND REMEDY IN RELATION TO
ANY WARRANTY, REPRESENTATION OR UNDERTAKING GIVEN IN CONNECTION WITH THIS
AGREEMENT SHALL BE FOR BREACH OF THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF
ALL OTHER RIGHTS OR REMEDIES (INCLUDING THOSE IN TORT OR ARISING UNDER
STATUTES).
26
ADJUSTMENT TO CONSIDERATION
Any payments by any of the Sellers to any of the Buyers, or any of the Buyers to
any of the Sellers, in each case either under this agreement or an agreement
entered into pursuant hereto, or in connection herewith (including, for the
avoidance of doubt, the Tax Deed), shall be treated, to the extent possible, as
an adjustment to the consideration for the sale of the Shares under this
agreement.
27
TRUSTEE SELLERS
27.1
EACH OF THE TRUSTEE SELLERS UNDERTAKES:
27.1.1
NOT TO RETIRE AS A TRUSTEE OF WARERO PRIVATSTIFTUNG
WITHOUT ENSURING THAT, FOLLOWING THAT RETIREMENT, AT LEAST TWO TRUSTEES REMAIN;
AND
27.1.2
NOT TO AGREE TO THE APPOINTMENT OF A NEW OR ADDITIONAL
TRUSTEE OF WARERO PRIVATSTIFTUNG