Warranty qualifications, knowledge, bring-down and sandbagging

WARRANTY ARCHITECTURE

1. Structure. The Seller represents and warrants to the Purchaser in the terms of Part 1 of Schedule [Schedule number: warranties] (the “Fundamental Warranties”), Part 2 of that Schedule (the “Business Warranties”) and Part 3 of that Schedule (the “Tax Warranties”). The Fundamental Warranties are those relating to the Seller’s capacity and authority, the due incorporation and valid existence of the Company, title to the Sale Shares free of Encumbrances, the share capital of the Company, and the solvency of the Seller and of the Company.

2. Knowledge. Where a Business Warranty is expressed to be given “so far as the Seller is aware” or “to the knowledge of the Seller”, that expression means the actual knowledge of [Names of persons whose knowledge counts], in each case after having made due and careful enquiry of [the chief financial officer, the company secretary, the head of legal, the head of human resources and the plant head at each location], and the Seller is deemed to have the knowledge which such enquiry would have revealed. [Seller-friendly alternative: the actual knowledge of [names] as at the date of this Agreement, without any obligation to make enquiry, and no other knowledge is to be imputed to the Seller.] No Fundamental Warranty and no Tax Warranty is qualified by knowledge.