THE BUYERS MAY WAIVE THE REQUIREMENTS CONTAINED IN CLAUSES 6.2
TO 6.5 EITHER UNCONDITIONALLY OR SUBJECT TO THE CONDITION THAT ANY OF THE
SELLERS GIVE, ON CLOSING, A WRITTEN INDEMNITY OR UNDERTAKING TO THE BUYERS IN
SUCH FORM AS THE BUYERS REQUIRE.
6.9
IF ANY OF THE TRANSACTIONS SET OUT IN CLAUSES 6.2 TO 6.5 DOES
NOT TAKE PLACE AS PROVIDED, THE BUYERS MAY WITHOUT PREJUDICE TO THEIR OTHER
REMEDIES:
6.9.1
DEFER CLOSING FOR UP TO 20 DAYS, PROVIDED THAT SUCH
DEFERRAL MAY OCCUR ONLY ONCE;
6.9.2
PROCEED TO CLOSING AS FAR AS PRACTICABLE (WITHOUT
LIMITING ITS RIGHTS UNDER THIS AGREEMENT); OR
6.9.3
EITHER IMMEDIATELY OR FOLLOWING THE DEFERRAL (IF THE
TRANSACTIONS HAVE STILL NOT TAKEN PLACE) RESCIND THIS AGREEMENT.
20
6.10
THE SELLERS HEREBY UNDERTAKE TO THE BUYERS TO PROCURE THAT SUCH
OF THE CONSULTANCY AGREEMENTS AND EMPLOYMENT AGREEMENTS AS ARE NOT DELIVERED ON
CLOSING ARE DULY EXECUTED BY THE RELEVANT INDIVIDUALS PROMPTLY AFTER THE DATE OF
THIS AGREEMENT, AND IN ANY EVENT WITHIN THIRTY DAYS FOLLOWING CLOSING.
7
SET-OFF
7.1
IF A BUYER, THE COMPANY OR ANY ASSOCIATE OF A BUYER OR THE
COMPANY MAKES A CLAIM FOR BREACH OF OR A PAYMENT UNDER THIS AGREEMENT OR UNDER
THE TAX DEED OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION WITH THIS
AGREEMENT, THE BUYER, COMPANY OR ASSOCIATE OF THE BUYER OR THE COMPANY (AS THE
CASE MAY BE) MAY RETAIN THE AGGREGATE AMOUNT CLAIMED AGAINST THE CONTINGENT
CONSIDERATION PENDING SETTLEMENT OF THE CLAIM.
THE AMOUNT SO RETAINED MAY BE
SET-OFF IN OR TOWARDS SATISFACTION OF THE CLAIM WITHOUT AFFECTING THE OTHER
REMEDIES OF THE BUYERS FOR THE PURPOSE OF RECOVERING AMOUNTS DUE TO THEM FROM
THE SELLERS.
8
WARRANTIES AND INDEMNITIES BY THE SELLERS
8.1
SUBJECT TO THE PROVISIONS OF SCHEDULE 5, THE SELLERS WARRANT TO
THE BUYERS THAT:
8.1.1
THE STATEMENTS IN SCHEDULE 3 ARE ACCURATE; AND
8.1.2
THE STATEMENTS IN SCHEDULE 4 ARE ACCURATE.
8.2
THE SELLERS WARRANT TO THE BUYERS THAT:
8.2.1
EACH SELLER HAS THE POWER TO ENTER INTO AND PERFORM
THIS AGREEMENT AND THE TAX DEED WHICH CONSTITUTE, OR WHEN EXECUTED WILL
CONSTITUTE, BINDING OBLIGATIONS ON EACH OF THEM IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS AND EACH OF THEM SHALL COMPLY WITH SUCH TERMS;
8.2.2
THE SHARE CAPITALS OF THE COMPANIES AS SET OUT IN
SCHEDULE 2 CONSTITUTE THE WHOLE OF THE ALLOTTED AND ISSUED SHARE CAPITALS OF THE
COMPANIES, ARE FULLY PAID UP AND HAVE BEEN DULY AUTHORISED AND VALIDLY ISSUED
AND NO SHARE CAPITAL OF ANY COMPANY IS SUBJECT TO ANY ENCUMBRANCE, WARRANT,
OPTIONS, CALLS OR OTHER RIGHTS CALLING FOR THE PURCHASE OF SHARES OR INTEREST
THEREIN;
8.2.3
EACH RELEVANT COMPANY IS THE SOLE LEGAL AND BENEFICIAL
OWNER OR IS LICENSEE OF ALL INTELLECTUAL PROPERTY RIGHTS IN, OR RELATING TO USE
OF, THE GAMES SET OUT IN SCHEDULE 7, AND THE DISCLOSURE LETTER SETS OUT MATERIAL
PARTICULARS OF ALL LICENCES TO OR FROM THE COMPANY (OTHER
21
THAN BETWEEN THE COMPANIES) IN RESPECT OF SUCH INTELLECTUAL PROPERTY RIGHTS;
8.2.4