SCHEDULE [  ]
THE WARRANTIES

Part A : General

1. Information

1.1 Information provided by Seller

The following information provided to the Buyer during the preparation and negotiation of this Agreement is in all material respects true, accurate and not misleading:

Exhibit A - Accounts: The Accounts of COMPANY and each GROUP for the financial year ended on the Last Accounts Date, together with the unaudited management accounts of each GROUP for all periods ended after the Last Accounts Date. 

Exhibit B - Corporate Documents: The Memorandum and Articles of Association of COMPANY and each GROUP, certified by the secretary thereof as up to date.

Exhibit D - Employees:

(a) A list of all employees of each GROUP showing, by reference to appropriate categories or grades, all remuneration payable and other principal benefits which that GROUP is bound to provide (now or in the future).

(b) Copies of all current contracts of employment with the directors and the secretary of each GROUP and all other key employees of each GROUP.

(c) Copies of all other documents incorporating the terms and conditions of employment applicable generally to each grade of employee.

(d) Copies of all current recognition, procedural or other agreements between any GROUP and any recognised trade union, staff association or other body representing its employees or any of them (whether independent or not).

(e) Copies of all documents constituting or relating to any share incentive scheme, share option scheme or profit sharing, bonus or other incentive scheme applicable to any of the directors or employees of any GROUP.

Exhibit E - Insurances: A summary, together with copies, of all policies of insurance of each GROUP referred to in Warranty 6.8.