THE WARRANTIES; AND
THE EXPIRY OF 6 YEARS FROM
COMPLETION IN RESPECT OF CLAIMS UNDER THE DEED OF COVENANT.
6.3.3
WHICH IS NOT SATISFIED, SETTLED OR
WITHDRAWN WITHIN SIX MONTHS OF THE DATE OF NOTIFICATION OF SUCH CLAIM UNDER
CLAUSE 6.3.2 UNLESS PROCEEDINGS IN RESPECT OF IT HAVE BEEN COMMENCED BY BEING
BOTH ISSUED AND SERVED ON THE PURCHASER.
6.4
NONE OF THE LIMITATIONS ON LIABILITY
CONTAINED IN CLAUSES 6.1 TO 6.3 ABOVE SHALL APPLY WHERE:
6.4.1
THE FACT, MATTER OR CIRCUMSTANCE GIVING
RISE TO THE CLAIM ARISES AS A RESULT OF FRAUD, WILFUL CONCEALMENT OR DELIBERATE
NON-DISCLOSURE ON THE PART OF THE VENDOR; AND
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7
NOTICE AND CONDUCT OF CLAIMS
7.1
IF THE PURCHASER BECOMES AWARE OF A MATTER
WHICH MAY GIVE RISE TO A CLAIM OR ANY PROCEEDINGS SHALL BE INSTITUTED AGAINST
THE PURCHASER WHICH MAY GIVE RISE TO A CLAIM, THE PURCHASER SHALL AS SOON AS
REASONABLY PRACTICABLE THEREAFTER GIVEN NOTICE THEREOF IN WRITING TO THE VENDOR,
STATING IN REASONABLE DETAIL THE NATURE OF THE MATTER ON A WITHOUT PREJUDICE
BASIS, IF PRACTICABLE, AND THE AMOUNT CLAIMED.
7.2
IN THE EVENT OF A CLAIM, THE PURCHASER
SHALL, SUBJECT TO BEING INDEMNIFIED BY THE VENDOR AGAINST ALL COSTS AND
LIABILITIES INCURRED IN SO DOING:
7.2.1
TAKE OR PROCURE SUCH ACTION TO BE TAKEN
AS THE VENDOR SHALL REASONABLY REQUEST TO DEAL WITH A CLAIM;
7.2.2
IF SO REQUIRED BY THE VENDOR, MAINTAIN
CONSULTATION WITH THE VENDOR ON ALL ASPECTS OF ANY PROCEEDINGS IN DEFENCE OF A
CLAIM; AND
7.2.3
PROVIDE THE VENDOR WITH ALL INFORMATION
REASONABLY REQUESTED BY IT IN RELATION TO SUCH PROCEEDINGS.
7.3
IN ANY EVENT, THE PURCHASER SHALL NOT ADMIT
LIABILITY IN RESPECT OF A CLAIM, NOR COMPROMISE, NOR SETTLE ANY PROCEEDINGS IN
DEFENCE OF A CLAIM, WITHOUT THE WRITTEN CONSENT OF THE VENDOR (SUCH CONSENT NOT
TO BE UNREASONABLY WITHHELD OR DELAYED).
7.4
NOTHING IN THIS CLAUSE 7 SHALL RESTRICT OR
LIMIT THE PURCHASER'S GENERAL OBLIGATION AT LAW TO MITIGATE A LOSS WHICH IT MAY
INCUR AS A RESULT OF A MATTER GIVING RISE TO A CLAIM.
8
PURCHASER WARRANTIES
8.1
THE PURCHASER WARRANTS TO THE SELLER THAT:
8.1.1
THE PURCHASER HAS FULL POWER AND
AUTHORITY WITHOUT REQUIRING THE CONSENT OF ANY OTHER PERSON, AND HAS TAKEN ALL
NECESSARY CORPORATE OR OTHER ACTIONS, TO ENTER INTO AND EXERCISE ITS RIGHTS AND
PERFORM ITS
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OBLIGATIONS UNDER THIS AGREEMENT AND ALL OTHER DOCUMENTS TO BE EXECUTED BY IT AT
COMPLETION;
8.1.2
THIS AGREEMENT AND ALL OTHER DOCUMENTS TO
BE EXECUTED BY THE PURCHASER WILL, WHEN EXECUTED AND DELIVERED BY IT, CONSTITUTE
LAWFUL, VALID AND BINDING OBLIGATIONS OF THE PURCHASER IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS EXCEPT INSOFAR AS ENFORCEABILITY MAY BE LIMITED BY:
(A)
ANY BANKRUPTCY OR INSOLVENCY LAW OR ANY OTHER SIMILAR
LAW RELATING TO OR AFFECTING A CREDITOR'S RIGHTS; AND
(B)
ANY LAW RELATING TO THE AVAILABILITY OF SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS SOUGHT IN EQUITY OR AT LAW);
8.1.3