Common use of Disclosure of Agreements Clause in Contracts

Disclosure of Agreements. The agreements and documents described in the Prospectus and the Registration Statement conform to the descriptions thereof contained therein. There is no franchise, contract or other document of a character required to be described in the Preliminary Prospectus, the Time of Sale Prospectus, the Registration Statement or the Prospectus, or to be filed with the Commission as an exhibit to the Registration Statement, which has not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Prospectus and the Registration Statement Prospectus conform to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Act and the Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Prospectus and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has Statement that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company Company, its Subsidiaries (as hereinafter defined) and its or their affiliates is a party or by which it is or may be bound or affected and that is (i) that is referred to in the Registration Statement, the Pricing Prospectus and the Prospectus, or (ii) is material to the Company’s businessbusiness of the Company or any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has been duly authorized and validly executed by the CompanyCompany and each Subsidiary, as applicable, is in full force and effect in all material respects (assuming due authorization and valid execution by the other party thereto) and is enforceable against the Company and its Subsidiaries, as applicable, and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the U.S. federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or its Subsidiaries, as applicable, and neither the Company nor any Subsidiary nor, to the best of the Company’s knowledge, any other party is in default thereunder andthereunder, to the best of the Company’s knowledge, and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunderthereunder by the Company or any Subsidiary or, to the Company’s knowledge, by the other party thereto, except to the extent that such default would not have a Material Adverse Effect (as hereinafter defined). To the best of the Company’s knowledge, performance by the Company or its Subsidiaries of the material provisions of such agreements or instruments instruments, as applicable, will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company and its Subsidiaries or any of its or their assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or one of its subsidiaries (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and authorized, has been or will be validly executed and delivered, as the case may be, by the Company, is or, when so executed and delivered, will be in full force and effect in all material respects and is constitutes, or, when so executed and delivered, will constitute valid and binding agreements of the Company enforceable against the Company or such Subsidiary, as applicable, and, to the Company’s knowledge, the other parties thereto, in accordance with its their respective terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or such Subsidiary, and neither the Company Company, such Subsidiary, nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company Company, any Subsidiary or any of its their respective assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Act and the Securities Act Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or its Subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the CompanyCompany or its Subsidiaries, is in full force and effect in all material respects and is enforceable against the Company or its Subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or its Subsidiaries, and neither the Company Company, its Subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or its Subsidiaries of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority, agency or court, domestic or foreign, having jurisdiction over the Company Company, or its Subsidiaries or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or any of its direct or indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s businessbusiness of the Company or any Subsidiary, has been duly authorized and validly executed by the CompanyCompany or any Subsidiary, is in full force and effect in all material respects and is enforceable against the Company or any Subsidiary, and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or any Subsidiary, and neither the Company Company, any Subsidiary nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company Company, any Subsidiary or any of its their respective assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Time of Sale Disclosure Package, the Statutory Prospectus and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Rules and Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale ProspectusDisclosure Package, the Registration Statement or Statutory Prospectus and the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the ProspectusRegistration Statement, or (ii) is material to the Company’s businessTime of Sale Disclosure Package, the Statutory Prospectus and the Prospectus has been duly authorized and validly executed by the Company, Company or its subsidiaries and is in full force and effect in all material respects and is enforceable against the Company or its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or its subsidiaries, and neither the Company Company, its subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or its subsidiaries of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority, agency or court, domestic or foreign, having jurisdiction over the Company or its subsidiaries or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulationsEnvironmental Laws (as defined below).

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Time of Sale Disclosure Package, the Statutory Prospectus and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Rules and Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale ProspectusDisclosure Package, the Registration Statement or Statutory Prospectus and the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the ProspectusRegistration Statement, or (ii) is material to the Company’s businessTime of Sale Disclosure Package, the Statutory Prospectus and the Prospectus has been duly authorized and validly executed by the Company, Company or its subsidiaries and is in full force and effect in all material respects and is enforceable against the Company or its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus or as is not reasonably likely to result in a Material Adverse Effect, none of such agreements or instruments has been assigned by the CompanyCompany or its subsidiaries, and neither the Company Company, its subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or its subsidiaries of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority, agency or court, domestic or foreign, having jurisdiction over the Company or its subsidiaries or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulationsEnvironmental Laws (as defined below).

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus and the Registration Statement SEC Reports conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Rules and Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale ProspectusDisclosure Package, the Registration Statement or Final Prospectus and the ProspectusSEC Reports, or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the ProspectusRegistration Statement, or (ii) is material to the Company’s businessTime of Sale Disclosure Package, the Final Prospectus and the SEC Reports has been duly authorized and validly executed by the Company, Company or its subsidiaries and is in full force and effect in all material respects and is enforceable against the Company or its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or any of its subsidiaries, and neither the Company Company, its subsidiaries nor, to the best of the Company’s knowledge, any other party thereto is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or its subsidiaries of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority, agency or court, domestic or foreign, having jurisdiction over the Company or its subsidiaries or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulationsEnvironmental Laws (as defined below).

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act to be described in the Preliminary Prospectus, the Time of Sale Prospectus, the Registration Statement or and the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, guidelines, notices, codes, judgment, order or decree of any governmental agency or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of its their respective assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements (including the Deposit Agreement) and documents described in the Prospectus ADS Registration Statement, the Registration Statement, the Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is or incorporated by reference therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary Prospectus, the Time of Sale ProspectusADS Registration Statement, the Registration Statement or Statement, the Prospectus, Disclosure Package and the Prospectus or to be filed with the Commission as an exhibit exhibits to the ADS Registration Statement, the Registration Statement or to be incorporated by reference in the ADS Registration Statement, the Registration Statement, which has the Disclosure Package or the Prospectus, that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents filed or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedingsincorporated by reference. Each agreement (including the Deposit Agreement) or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the ADS Registration Statement, the Registration Statement, the Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements (including the Deposit Agreement) or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Prospectus ADS Registration Statement and the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary ProspectusADS Registration Statement and the Registration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements (including the Deposit Agreement) and documents described in the Prospectus ADS Registration Statement, the Registration Statement, the Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is or incorporated by reference therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary Prospectus, the Time of Sale ProspectusADS Registration Statement, the Registration Statement or Statement, the Prospectus, Disclosure Package and the Prospectus or to be filed with the Commission as an exhibit exhibits to the ADS Registration Statement, the Registration Statement or to be incorporated by reference in the ADS Registration Statement, the Registration Statement, which has the Disclosure Package or the Prospectus, that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents filed or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedingsincorporated by reference. Each agreement (including the Deposit Agreement) or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the ADS Registration Statement, the Registration Statement, the Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements (including the Deposit Agreement) or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for such violations as would not reasonably be expected to result in a Material Adverse Change (as hereinafter defined).

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or its Subsidiary (defined below) is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s or its Subsidiary’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company or its Subsidiary, and none of the Company, and neither the Company its Subsidiary nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the Company or its Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, ordinance, judgment, order or decree of any governmental agency or regulatory agency, body, authority or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations. The Company owns or controls, directly or indirectly, only VisionCare Ophthalmic Technologies Ltd. (a “Subsidiary”) and has no other interest, nominal or beneficial or indirect, in any other corporation, joint venture or other business entity.

Disclosure of Agreements. The agreements and documents described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Registration Statement Prospectus conform in all material respects to the descriptions thereof contained therein. There is therein and there are no franchise, contract agreements or other document of a character documents required by the Securities Act and the Securities Act Regulations to be described in the Preliminary ProspectusRegistration Statement, the Time of Sale Prospectus, Pricing Disclosure Package and the Registration Statement or the Prospectus, Prospectus or to be filed with the Commission as an exhibit exhibits to the Registration Statement, which has that have not been so described or filed; and the information in the Prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Business,” “Principal Shareholders,” “Certain Relationships and Related Transactions,” “Taxation,” and “Description of Share Capital,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. Each agreement or other instrument (however characterized or described) to which the Company or any Subsidiary (as defined in Section 2.7 below) is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s or any Subsidiary’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company or any Subsidiary, and none of the Company, and neither the Company its Subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, ordinance, judgment, order or decree of any governmental agency or regulatory agency, body, authority or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of its assets or businessesbusinesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.