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9Seller's Warranties

9.1General principles

9.1.1The Seller warrants to the Purchaser that each of the warranties set out in Schedule 9 (the “Seller's Warranties”) are true, accurate and not misleading on the date of this Agreement and on the Closing Date (or such other date as the Seller's Warranties expressly refer to).

9.1.2The Purchaser acknowledges that:

(i)it has not entered into this Agreement in reliance upon any representation or information other than the Seller's Warranties and the information contained in this Agreement; and

(ii)the Seller's Warranties do not extend to projections, forecasts, estimates, statements of intent or statements of opinion, in respect of which the Seller gives no warranties.

9.2Disclosures

All Seller's Warranties shall be limited by matters that:

9.2.1are fairly disclosed in (i) this Agreement or (ii) the documents provided in the Data Room; or

9.2.2have been made publicly available or accessible prior to the date of this Agreement through (i) (the Annexes to) the Belgian Official Journal (Bijlagen bij het Belgisch Staatsblad), (ii) the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen), (iii) the central moveable security interest register (nationaal pandregister) and (iv) the Belgian National Bank (Nationale Bank van België).

10Indemnification for Breach of Warranties by the Seller

10.1General principle

10.1.1The Seller agrees and undertakes to indemnify the Purchaser for any Loss arising from any Breach of Warranties, i.e. any Loss incurred by the Purchaser which would not have been incurred by it if all facts stated in the Seller's Warranties had been true, accurate and not misleading.

10.1.2To determine the Loss incurred by the Group as a result of a Breach of Warranties, the position which the Group effectively is in, is compared to the position the Group would have been in, had there not been a Breach of Warranties.

10.1.3Any Loss incurred by:

(i)any Group Company (other than a Joint Venture Subsidiary) shall be deemed to be incurred by the Purchaser in the same amount; and

(ii)any Joint Venture Subsidiary shall be deemed to be incurred by the Purchaser in an amount equal to a pro rata part of such Loss in proportion to the percentage that the shares owned (directly or indirectly) by the Company in such Joint Venture Subsidiary on the Closing Date represents in the totality of such Joint Venture Subsidiary's shares;

provided, however, that this shall be without prejudice to the Purchaser's right to claim indemnification for any greater or other Loss incurred by it, it being understood that, in any case, the Seller shall only be liable to indemnify a Loss once (i.e. no double counting).

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The SPA sets out three permitted methods of delivering notices under Clause 11. Notices sent by email are only valid if the other party confirms receipt, which shall not be unreasonably withheld. Registered mail is deemed received on the third business day after posting.Hand delivery or reputable international courier is effective on the date of receipt, provided it arrives before 5 pm CET on a Business Day. Note that the notice clause does not include any provision for deemed service by email alone, confirmation of receipt is always required.

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