IS ENTITLED TO CLAIM UNDER
ANY POLICY OF INSURANCE THE AMOUNT RECEIVED IN RESPECT OF SUCH CLAIM LESS ANY
EXCESS AND OTHER REASONABLE COSTS PAYABLE IN CONNECTION WITH ANY SUCH CLAIM
(INCLUDING THE LOSS OF ANY NON-CLAIM BONUS' AND ANY RESULTANT INCREASE IN
PREMIUMS PAYABLE MEASURED BY REFERENCE TO THE 3 YEARS FOLLOWING SUCH CLAIM)
SHALL REDUCE PRO TANTO OR EXTINGUISH THE WARRANTY CLAIM AGAINST THE WARRANTOR
AND THE PURCHASER AND/OR THE GROUP AND/OR THE SUBSIDIARIES SHALL USE THEIR BEST
ENDEAVOURS TO RECOVER FROM THEIR INSURERS ALL SUCH CLAIMS.
2.5
IF THE PURCHASER SHALL BECOME AWARE OF ANY CIRCUMSTANCES
CONSTITUTING OR ANY CIRCUMSTANCES WHICH IN THE PURCHASER'S REASONABLE OPINION
ARE LIKELY TO GIVE RISE TO A WARRANTY CLAIM THEN THE PURCHASER SHALL GIVE
WRITTEN NOTICE THEREOF TO THE WARRANTOR, AND A WARRANTOR SHALL NOT BE LIABLE IN
RESPECT OF ANY SUCH CLAIM UNLESS SUCH WRITTEN NOTICE IS GIVEN TO THE WARRANTOR
AS SOON AS REASONABLY PRACTICABLE OF THE PURCHASER BECOMING SO AWARE.
2.6
THE PURCHASER SHALL AT ALL REASONABLE TIMES (DURING NORMAL
BUSINESS HOURS) MAKE AVAILABLE TO THE WARRANTOR SO FAR AS IT IS REASONABLY ABLE
ALL INFORMATION AND DOCUMENTS RELATING TO A WARRANTY CLAIM AND REASONABLE ACCESS
ON REASONABLE NOTICE TO THE PERSONNEL OF THE PURCHASER AND/OR THE COMPANY AND TO
RELEVANT PREMISES, ACCOUNTS, DOCUMENTS AND RECORDS WITHIN THE POWER, POSSESSION
AND CONTROL OF THE PURCHASER AND/OR THE GROUP TO ENABLE THE WARRANTOR AND THEIR
PROFESSIONAL ADVISERS TO INTERVIEW SUCH PERSONNEL AND TO CONSIDER SUCH PREMISES,
ACCOUNTS, DOCUMENTS AND RECORDS IN RESPECT OF ANY WARRANTY CLAIM.
2.7
THE PURCHASER ACKNOWLEDGES AND CONFIRMS THAT IT HAS ENTERED INTO
THE AGREEMENT TO PURCHASE THE SHARES SOLELY ON THE BASIS OF THE WARRANTIES AS
MODIFIED BY THE DISCLOSURE LETTER AND THE TAX COVENANT AND (IN THE ABSENCE OF
FRAUD OR WILFUL MISCONDUCT) ALL OTHER WARRANTIES AND REPRESENTATIONS WHETHER
EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE ARE HEREBY EXCLUDED.
2.8
NO CLAIM SHALL BE MADE UNDER THE TAX COVENANT OR THE WARRANTIES BY
REASON OF THE NON-AVAILABILITY OF THE TAX LOSSES (OTHER THAN THE UTILISED TAX
LOSSES).
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