This Agreement shall be construed in accordance with the laws of the [country] and shall define the legal relationship between the parties, excluding any legal choice that may determine the application of the laws of another jurisdiction. Buyer agrees to keep Seller, its senior officers, directors and major shareholders without damages and without complaint, and Seller agrees to exempt and maintain Buyer, its senior officers, directors and major shareholders from any and all liability, damages or defaults, any acts, actions, proceedings, receivables, valuations, judgments, costs and expenses, including attorneys` fees. incidents related to the foregoing, resulting from material misrepresentation by a compensating party to an indemnified party and the party as a result of a breach of an agreement or guarantee or the non-performance of an agreement by a compensating party or from a material misrepresentation or omission of a certificate, financial statement or tax return provided under this Agreement or 1996, 1996, 1995, 1990, 1990, 1 Wiechecki argued that clause 5.4 of the acquisition contract, together with a clause relating to the guarantees of Wiechecki and Amoako, had granted a negative 5. 6 This is a defence where the person who violates section 672B proves that he or she breached section because of inadvertence or error. Notwithstanding the right of either party to investigate the affairs of the other party and its shareholders, each party has the right to fully rely on the insurances, guarantees, assurances and agreements of the other party and its shareholders contained in this Agreement or in a document provided to a party by the other or one of its representatives. in the context of the operations provided for in this Agreement. All such insurance, guarantees, insurance and agreements are necessary for the execution and provision of this Agreement and the conclusion of this Agreement for one year from the date of closing. Interest is collected daily and must be paid at the interest rate of 5.184% per annum in the first five years after the closing of the acquisition, which corresponds to the RMB credit rate of commercial banks in the PRC for loans with a term of more than five years of 5.76% per annum, according to the terms set by the People`s Bank of China and in effect on the day of the repurchase agreement. minus a 10% discount. Seller has all the rights, powers and powers of the Company to enter into this Agreement and enter into the transactions provided for in this Agreement. This agreement has been properly executed and provided by the parties and constitutes a legal, valid and binding agreement applicable to the defending party in accordance with its conditions, subject to the general application of bankruptcy, insolvency and exemption of debtors and discharge, as well as legislation relating to certain benefits, rights of omission or other remedies under the law of equity. This Agreement supersedes all prior oral or written agreements. In the event that any provision of this Agreement is declared illegal, unenforceable or void by a court of competent jurisdiction, such Agreement shall remain in full force and effect without such provision; provided that such a salvatorial clause is not effective if it substantially alters the economic impact of this Agreement on a Party.
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