MAJORITY SHAREHOLDER’S REPRESENTATIONS AND WARRANTIES. RELATING TO THE LUXCOS The MAJORITY SHAREHOLDER makes the following representations, grants the following warranties concerning the LUXCOS as at the date hereof, and undertakes to indemnify the PURCHASER in the manner set forth below. The MAJORITY SHAREHOLDER is the full and sole owner of 2,337,509 shares of UHS HEALTH PARTNERS SARL, REPRESENTING 100% of the issued and outstanding share capital and voting rights of UHS HEALTH PARTNERS SARL, which owns 1,807,267 shares of SANTE PARTENAIRES SARL, representing 100% of the issued and outstanding share capital and voting rights of SANTE PARTENAIRES SARL. UHS HEALTH PARTNERS SARL has not issued any securities other than the 2,337,509 shares representing 100% of its issued and outstanding share capital and the said shares are not be subject to any pledge, lien, third party right and other encumbrances. SANTE PARTENAIRES SARL has not issued any securities other than the 1,807,267 shares representing 100% of its issued and outstanding share capital and the said shares will not be subject to any pledge, lien, third party right and other encumbrances on the date of COMPLETION. The 2,804,118 shares of the COMPANY, being held by SANTÉ PARTENAIRES SARL, are freely transferable and as at COMPLETION will not be subject to any pledge, lien, third party rights and other encumbrances. Since the date of incorporation of the LUXCOS and up to the date hereof, the activities carried on by said LUXCOS have been exclusively limited to (i) the participation in financing operations involving the UHS group incurred in connection with the acquisition, development and operations of the GROUP COMPANIES, resulting on the date hereof in the ACQUISITION DEBTS detailed in EXHIBIT 1.2 and (ii) the holding of shares in the following companies: the GROUP COMPANIES and UHS IRELAND. The financial statements of the LUXCOS drawn up as at December 31, 2004 and attached as EXHIBIT 8.1 were prepared in accordance with the Luxemburg generally accepted accounting principles and give a true and fair view of the assets and liabilities and financial situation of the LUXCOS as at such date.
MAJORITY SHAREHOLDER’S REPRESENTATIONS AND WARRANTIES. 9 3.2 Minority Shareholders' Representations and Warranties................ 25 3.3 Survival of Vendors' Representations, Warranties and Covenants....... 30 3.4 Purchaser's Representations and Warranties........................... 31 3.5 Survival of Purchaser's Representations, Warranties and Covenants.... 33
MAJORITY SHAREHOLDER’S REPRESENTATIONS AND WARRANTIES. The Schedules attached to this Agreement expressly qualify this Agreement and the warranties and representations set forth herein. The information contained in the Schedules or the agreements referred to in the Schedules shall be deemed to qualify the entire Agreement and to the extent that any disclosure set forth in a Schedule is applicable to more than one section of the Agreement or more than one warranty or representation, such disclosure shall be deemed to have been repeated with respect to each such warranty and representation and section as if set forth completely herein. Except as may be set forth on the Schedules, the Majority Shareholders jointly and severally represent and warrant to the Purchaser that the following representations and warranties are true as of the date hereof and will be true as of the Time of Closing;
