THE
AGREEMENT TO ANOTHER MEMBER OF EITHER THE PURCHASER'S GROUP OR THE VENDOR'S
GROUP (AS APPLICABLE).
IN THE EVENT OF ANY ASSIGNMENT UNDER THIS CLAUSE,
REFERENCES TO THE VENDOR OR THE PURCHASER (OTHER THAN IN THIS CLAUSE) SHALL BE
CONSTRUED AS REFERENCES TO THE HOLDER FOR THE TIME BEING OF THE VENDOR'S OR THE
PURCHASER'S RIGHTS UNDER THIS AGREEMENT.
18.2
THE PURCHASER MAY AT ANY TIME BEFORE COMPLETION ASSIGN ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT TO A PERMITTED ASSIGNEE BY NOTICE TO (AND
WITHOUT THE CONSENT OF) THE VENDOR, PROVIDED THAT IN THE EVENT OF SUCH
ASSIGNMENT THE PURCHASER SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR THE
OBLIGATIONS OF SUCH ASSIGNEE AT COMPLETION.
18.3
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ALL RIGHTS AND BENEFITS
UNDER THIS AGREEMENT ARE PERSONAL TO THE PARTIES AND MAY NOT BE ASSIGNED AT LAW
OR IN EQUITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
19.
ENTIRE AGREEMENT
19.1
THIS AGREEMENT (INCLUDING THE SCHEDULES TO IT) AND ANY DOCUMENTS IN
THE AGREED FORM, THE CONFIDENTIALITY AGREEMENT AND THE DISCLOSURE LETTER
("ACQUISITION DOCUMENTS") CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
19.2
EXCEPT FOR ANY MISREPRESENTATION OR BREACH OF WARRANTY WHICH
CONSTITUTES FRAUD:
19.2.1
THE ACQUISITION DOCUMENTS SUPERSEDE AND EXTINGUISH ALL PREVIOUS
AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER THEREOF (INCLUDING
THE LETTER
24
DATED 26 JANUARY 2005 BETWEEN THE VENDOR AND THE PURCHASER) AND ANY
REPRESENTATIONS AND/OR WARRANTIES PREVIOUSLY GIVEN OR MADE OTHER THAN THOSE
CONTAINED IN THE ACQUISITION DOCUMENTS;
19.2.2
EACH PARTY ACKNOWLEDGES TO THE OTHER (AND SHALL EXECUTE THE
ACQUISITION DOCUMENTS IN RELIANCE ON SUCH ACKNOWLEDGEMENT) THAT IT HAS NOT BEEN
INDUCED TO ENTER INTO ANY SUCH DOCUMENTS BY NOR RELIED ON ANY REPRESENTATION OR
WARRANTY OTHER THAN THE REPRESENTATIONS AND/OR WARRANTIES CONTAINED IN SUCH
DOCUMENTS;
19.2.3
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO CLAIM DAMAGES IN RESPECT OF OR TO RESCIND THIS AGREEMENT OR ANY
OF THE OTHER ACQUISITION DOCUMENTS BY REASON OF ANY MISREPRESENTATION WHATSOEVER
OR BY REASON OF ANY WARRANTY NOT SET FORTH IN ANY OF THE ACQUISITION DOCUMENTS;
AND
19.2.4
EXCEPT FOR THE PURCHASER'S REMEDIES UNDER CLAUSE 3.2,4.3 AND 8.8,
THE ONLY REMEDY AVAILABLE FOR BREACH OF ANY OF THE WARRANTIES OR FOR BREACH OF
ANY OF THE WARRANTIES SET OUT IN THE ANY OF THE OTHER ACQUISITION DOCUMENTS
SHALL BE DAMAGES FOR BREACH OF CONTRACT UNDER THE TERMS OF THE RELEVANT DOCUMENT
AND RESCISSION SHALL NOT BE AVAILABLE AS A REMEDY FOR ANY BREACH OF THIS
AGREEMENT.
19.3
EACH OF THE PARTIES ACKNOWLEDGES AND AGREES FOR THE PURPOSES OF THE
MISREPRESENTATION ACT 1967 AND THE UNFAIR CONTRACT TERMS ACT 1977 THAT THE
PROVISIONS OF THIS CLAUSE 19 ARE REASONABLE.
20.
CONFIDENTIALITY
The Purchaser undertakes to and covenants with the Vendor that (except with the
consent in writing of the Vendor) neither it nor any other member of the
Purchaser's Group will at any time after Completion (except as required by