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capitalised terms

Capitalised terms not otherwise defined in this agreement shall have the meanings given thereto in the []. In the event there is any conflict between the meanings given to capitalised terms herein and those in the [], the meanings given thereto in the [] shall prevail. ^


Each party agrees that, without the prior consent of the other, it shall not disclose the contents of this agreement or any agreement, instrument, or other document executed and delivered by either party in connection with this agreement to any person, except that each may make any such disclosure as required to do so by any law, court or regulation. ^


This agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. ^

entire agreement

This agreement and other documents delivered pursuant hereto constitute the entire agreement and understanding of the parties with respect to its subject matter and supersedes and extinguishes all prior oral communication, drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto.with respect specifically thereto.

This agreement may only be varied by a document signed by each of the parties and expressed to be a variation to this agreement.

This agreement shall, notwithstanding completion of the transaction contemplated herein, remain in full force and effect as regards any of the provisions remaining to be performed and with respect to any warranties and undertakings contained herein. ^


The headings used in this agreement are for convenience of reference only and shall not affect the construction of or be taken into consideration in interpreting this agreement. ^


In this agreement, unless otherwise stated:
(a) a reference to:
(i) the singular includes the plural and vice versa

(ii) a gender includes all genders
(iii) a person, corporation, trust, partnership, unincorporated body or other entity includes any of them
(iv) a party to this Agreement or another agreement or document includes the party's successors and permitted substitutes or assigns
(v) writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form
(vi) conduct includes an act, omission, statement or undertaking, whether or not in writing
(b) Other grammatical forms of a defined word or phrase have a corresponding meaning.
(c) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(d) the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;


The authentic text of the Offering Agreement is in French and the Shares are governed by French law. Where any capitalised term in this Agreement is required to be interpreted by reference to the Offering Agreement, such term shall have the meaning ascribed thereto (or to the corresponding term in French) under the Offering Agreement. ^

legal terms

References to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term. ^


(1) Any notice or other communication to be given under this agreement shall be given in writing [in English] and may be delivered in person or sent by prepaid [first class/recorded delivery/airmail] post or fax to the relevant party to the address given below or at such other address or fax number as it may notify to the other parties under this clause.

(2) Any notice or document shall be deemed to be given:

(a) if delivered in person, at the time of delivery; or

(b) if sent by post, at 10.00 a.m. on the [second] Business Day after it was put into the post, if sent within the jurisdiction, or at 10.00 a.m. (local time at the place of destination) on the fifth Business Day after it was put into the post, if sent by airmail;] or

(c) if sent by fax, on the date of transmission if transmitted before 3.00 p.m. (local time at the place of destination) on any Business Day, and in any other case on the next Business Day following the date of transmission.

(3) In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or communication was properly addressed and posted or that the fax was properly addressed and transmitted.the provisions of this clause shall not apply to the service of any writ, summons, order, judgment or other document relating to or in connection with any legal proceedings. ^


In this agreement:

(a) all references to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof of any statutory instrument, order or regulation made thereunder or under such modification or re enactment.

(b) all references to any agreement (including this agreement), deed or other document, shall refer to such agreement, deed or other document as the same may be amended, restated, supplemented or modified from time to time.

(c) references to clauses, paragraphs and schedules shall, unless the context otherwise requires, be construed as references to the clauses, schedules and paragraphs of this agreement. ^


Each party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party but nothing in the foregoing shall limit or exclude any liability for fraud. ^


Notwithstanding any other provision in this agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on the part of a party, any right, remedy, power or privilege permitted hereunder shall operate in any way as a waiver thereof by such party, regardless of the frequency of such failure or delay. ^


If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
1. the validity or enforceability in that jurisdiction of any other provision of this Agreement; or
2. the validity or enforceability in other jurisdictions of that or any other provision of this Agreement. ^

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