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. That acquisition contract shall be concluded and entered into force on [date of conclusion of the contract] by [name of undertaking], `buyer`, whose registered office is at [______] and [name of undertaking], `seller`, whose registered office is situated at [_____].] Buyers and sellers are in short called „parties“ and sometimes individually referred to as „parties“. ACCORDINGLY, taking into account the agreements, agreements, assurances and reciprocal guarantees contained in this Agreement, the Parties agree that this Agreement [including the Annexes and timetables to be annexed to the Agreement] and the ancillary agreements which are executed in connection with the conclusion of the proposed transactions, contain the entire agreement between the Parties concerning the exchange and issuance of shares and related transactions. and supersede all prior written or oral agreements in this regard. This Agreement supersedes all prior oral or written agreements. 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 THIS AGREEMENT (the „Agreement“) will be entered into on the 30th By AREM Pacific Corporation, a company established in Arizona, USA („Buyer“ or „AREM“), and Mr. Xin Jin, of Sanyi Group Pty Ltd, a company based in Victoria, Australia (the „Sellers“) The „Company“ for sale is: Sanyi Group Pty Ltd ABN: 40116432510-outlet(s) of healthcare operated by Mr.