SCHEDULE [  ]
THE WARRANTIES

Part A : Seller Warranties

1. Disclosure

(a) The Seller has made available to the Buyer the lists, information and copy documents relating to the Business specified in the attached Exhibits (the "Disclosed Information").

(b) Each of the Seller Warranties, other than the Seller Warranties set out in paragraph 3 of this Schedule, is given to the best of the Seller's knowledge and awareness.

(c) So far as the Seller is aware, the Disclosure Letter sets out all material matters which are necessary to qualify the statements set out in paragraphs 2 to 15 of this Schedule in order for such statements, when so qualified, is in all material respect to be fair and not misleading.

2. Authorisations

The Seller has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement.

3. The Seller's capacity

(a) The Seller is the sole beneficial owner of the Business.

(b) The Seller has obtained all corporate authorisations required to empower it to enter into this Agreement and to perform its obligations hereunder in accordance with their terms.

5. Good standing

The Seller (a) is duly organised and validly existing under the laws of the place of its incorporation and (b) has full corporate power and authority to carry on the Business as it is now being conducted and to own the material properties and assets it now owns. 

6. Accounts for the year ended on the accounts date

Except to the extent otherwise disclosed in the Accounts attached as Exhibit A, the Accounts give a true and fair view of the state of affairs of the Business at the Accounts Date, and of the results of the Business for the financial year ended on the Accounts Date in all material respect.