ASSET PURCHASE AGREEMENT

EXHIBIT 99.1

DATED 8 February 2005

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HAYTER LIMITED (TO BE RE-NAMED YOST LIMITED)

and

EDITLAND LIMITED (TO BE RE-NAMED HAYTER LIMITED)

and

TORO HAYTER (GUERNSEY) LIMITED

and

THE TORO COMPANY

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AGREEMENT

for the sale and purchase of

the business and undertaking

of Hayter Limited

(to be re-named Yost Limited)

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CONTENTS

CLAUSE PAGE

1. Interpretation........................................................1

2. Sale and Purchase of Business.........................................9

3. Consideration........................................................11

4. No warranties........................................................13

5. Completion...........................................................14

6. Post-Completion Obligations..........................................14

7. Cross Accounting.....................................................15

8. Responsibility for Liabilities.......................................15

9. Business Contracts...................................................15

10. Debts and Tax Rebates................................................16

11. Transferring Employees...............................................17

12. Independent Accountants..............................................17

13. Liabilities..........................................................18

14. Announcements........................................................18

15. Value Added Tax......................................................18

16. Wrong Pockets........................................................19

17. Counterparts.........................................................20

18. Further Assurance....................................................20

19. Variation, Waiver and Consent........................................20

20. Entire Agreement.....................................................20

21. Withholding and Grossing-Up..........................................21

22. Notices..............................................................21

23. Costs................................................................22

24. Rights of Third Parties..............................................22

25. Time of the Essence..................................................23

26. Continuing Effect....................................................23

27. Severability.........................................................23

28. Assignment...........................................................23

29. Termination of Seller's obligations..................................24

30. Guarantee............................................................24

31. Governing Law and Submission to Jurisdiction.........................24

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DATE: 8 FEBRUARY 2005

PARTIES:

(1) HAYTER LIMITED a company incorporated under the laws of England and

Wales with registered number 425045 and having its registered office

and its principal place of business at Spellbrook, Bishops Stortford,

Hertfordshire CM23 4BU (and which proposes changing its name to Yost

Limited) (the "SELLER");

(2) EDITLAND LIMITED a company incorporated under the laws of England and

Wales with registered number 5286686 and having its registered office

at 100 New Bridge Street, London EC4V 6JA (and which proposes changing

its name to Hayter Limited) (the "PURCHASER);

(3) TORO HAYTER (GUERNSEY) LIMITED a company incorporated under the laws

of the States of Guernsey, Channel Islands with registered number

42797 and having its registered office at PO Box 357, St Peter Port,

Guernsey, Channel Islands GY1 3XH (the "TRADE MARK PURCHASER" and,

with the Purchaser, the "PURCHASERS"); and

(4) THE TORO COMPANY a company incorporated under the laws of Delaware

having its registered address at 8111 Lyndale Avenue South,

Bloomington, MN 55420, United States of America (the "GUARANTOR")

RECITALS:

(A) The Seller carries on the Business.

(B) The Seller has agreed to sell and the Purchaser has agreed to purchase

the Business (other than the Hayter Marks and Names) as a going

concern on the terms set out in this agreement.

(C) The Seller has agreed to sell and the Trade Mark Purchaser has agreed

to purchase the Hayter Marks and Names on the terms set out in this

agreement.

(D) The Guarantor is the holding company of the Purchaser and has become a

party to this agreement for the purpose of entering into the guarantee

set out in clause 30

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Defined terms

In this agreement, the following words and expressions shall have the

following meanings:

"ADVANCE RECEIPTS" means all amounts received (whether by deposit,

pre-payment or otherwise) by or on behalf of the Seller on or before

the Completion Date so far as the same relate to anything (including

any service) to be provided by the Purchaser under any of the Business

Contracts or otherwise in connection with the carrying on of the

Business in the ordinary course after the Completion Date;

"ACCRUED EMPLOYEE COSTS" means the sum of (pound) 142,202 being

accrued and unpaid wages, salaries, emoluments, PAYE payments,

employer National Insurance contributions and all other periodic costs

payable to or for the benefit of the Transferring Employees for the

period from 1 February 2005 (being the date after date to which such

payments were last made to the Transferring Employees) to and

including the Completion Date;

"ASSETS" means the assets to be sold and transferred to the Purchasers

under this agreement as described in clause 2.1;

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"ASSUMED LIABILITIES" means, for the purposes of Clause 3.2 and

schedule 9, current liabilities relating to the Business of (pound)

2,899,000 and pension liabilities of (pound) 2,500,000;

"BUSINESS" means such part of the Seller's business comprising the

Assets as relates to the (i) manufacture and supply of pedestrian,

tractor, grass trimmer/brush cutter products designed for consumer

use; (ii) the manufacture and supply of quality grass cutting

machinery for the local authority and golf markets along with the

premium sector of consumer, petrol rotary mower market and as (in each

case) carried on by the Seller at the date of this agreement under the

brand name 'Hayter' and (iii) the sale of 'Hayter' - branded parts,

the resale of 'Hayter' - branded tractors manufactured by Murray, Inc

and the non-exclusive distribution of 'Murray' - branded parts in

Europe carried on by the Seller at the date of this agreement;

"BUSINESS CONTRACTS" means the Customer Contracts, the Distribution

Contracts, the Equipment Contracts, the Intellectual Property

Contracts and the Supplier Contracts and all other contracts and

engagements entered into and orders placed or received on or before

Completion by or on behalf of the Seller in the ordinary course of the

Business and which at Completion remain (in whole or in part) to be

performed (including for the avoidance of doubt any such contracts,

engagements and orders with other members of the Seller's Group and

other divisions of the Seller to the extent that the same are for the

supply and/or distribution of products, components and parts required

to assure the Purchaser of continuity of supply ("ESSENTIAL SUPPORT

CONTRACTS")) but excluding: (1) contracts with employees, (2) the

Financing Contracts, (3) save to the extent incurred pursuant to

Essential Support Contracts, any and all inter-company indebtedness

incurred to other members of the Seller's Group and other divisions of

the Seller whether or not the same were incurred in the course of the

Business and (4) any contracts with members of the Seller's Group

which are not Essential Support Contracts;

"BUSINESS DAY" means a day (excluding Saturday) on which banks

generally are open in the City of London for the transaction of normal

banking business;

"BUSINESS INFORMATION" means all information existing at the

Completion Date and relating to the Business including but not limited

to details of customers, suppliers, distributors and agents, sales

targets, sales statistics, market share statistics, market surveys and

information relating to future business development or planning,

information relating to discounts, commissions and rebates received

and/or paid and litigation or legal advice, in whatever form

(including computer disks or tapes) that information may be recorded

or stored;

"BUSINESS INTELLECTUAL PROPERTY" means all Intellectual Property owned

and used by the Seller at the Completion Date which is used in, or has

been developed for use in, or is required or intended for use in the

Business including but not limited to that listed in schedule 5;

"BUSINESS RECORDS" means all books and records in whatever form

(including computer disks or tapes) containing or relating to Business

Information or on which Business Information is recorded or stored,

including the VAT Records but excluding the Excluded Business Records;

"CA85" means the Companies Act 1985;

"CHAPS" means the clearing houses automated payment system or any

other method of electronic transfer for same-day value;

"COMPLETION" means completion of the sale and purchase of the Business

comprising the Assets in accordance with clause 5;

"COMPLETION DATE" means the date of this agreement;

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"CONFIDENTIAL INFORMATION" means Know How, trade secrets and other

information of a confidential nature (including, without limitation,

all proprietary technical, industrial and commercial information and

techniques in whatever form (including computer disks or tapes) that

information may be recorded or stored);

"CONSIDERATION" means the sum of (pound) 18,770,000, as adjusted in

accordance with this agreement;

"CURRENT ASSETS" means, to the extent purchased under clauses 2.1 and

2.2, stock, the Debts, the Prepayments and other assets (but excluding

(i) cash at bank and in hand, negotiable money orders, cheques and the

benefit of any tax (including Value Added Tax refunds) and (ii)

packaging materials and advertising and promotional materials) in each

case as ascertained or determined in accordance with Relevant

Accounting Standards;

"CURRENT LIABILITIES" means all amounts falling due for payment by the

Purchaser under this agreement in connection with the Business within

one year of Completion, the Advance Receipts and any provisions for

such liabilities and charges which reasonably may fall due for payment

within 12 months of Completion in each case as ascertained or

determined in accordance with Relevant Accounting Standards;

"CUSTOMER CONTRACTS" means all contracts and arrangements entered into

and orders received on or before the Completion Date by or on behalf

of the Seller with customers for the sale or supply of goods or

services by the Seller in connection with the Business which at

Completion remain to be performed in whole or in part including but

not limited to those listed in part 1 of schedule 8;

"DEBTS" means all book and other debts owing to the Seller and other

rights to payment arising from the operation of the Business on or

before the Completion Date (each such debt being a "receivable" and

all such debts together being "receivables") (other than receivables

(i) owing to or arising in favour of the Seller from any member of the

Seller's Group or (ii) receivables relating to or arising from the

Excluded Assets, Tax and Financing Contracts) whether or not then

invoiced and whether or not then due and payable and any interest

payable on such receivables save to the extent that funds representing

the whole or any part of any receivable have been credited to the

Sellers receivables current account (number: 30344788) at Barclays

Bank plc, Sort Code 20-00-00 at any time on or before 23.59 on the

Completion Date (which funds shall be treated as Excluded Assets);

"DEPOSIT" means the sum of US$2,500,000 deposited by the Purchaser

with the Seller's Solicitors on 24 January 2005;

"DISTRIBUTION CONTRACTS" means all agency, distributorship, franchise

and other like agreements entered into by or on behalf of the Seller

in connection with the Business which at Completion remain to be

performed (in whole or in part) including but not limited to those

listed in part 2 of schedule 8;

"ENCUMBRANCE" means any mortgage, charge, pledge, lien, restriction,

assignment, hypothecation, security interest, title retention or any

other agreement or arrangement the effect of which is the creation of

security, or any other interest, equity or other right of any person

(including any right to acquire, option, right of first refusal or

right of pre-emption), or any agreement or arrangement to create any

of the same, other than in any such case retention of title claims

arising in the ordinary course of business from suppliers of parts and

components;

"EQUIPMENT CONTRACTS" means all contracts and arrangements entered

into and orders placed or received on or before the Completion Date by

or on behalf of the Seller in relation to the leasing, lease purchase,

hire or hire purchase, credit sale, conditional sale or sale by

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instalments of goods or equipment in connection with the Business

which on Completion remain to be performed in whole or in part

including but not limited to those listed in part 3 of schedule 8;

"ESCROW ACCOUNT" means an interest bearing deposit account to be

opened with The Royal Bank of Scotland plc in the joint names of the

Purchaser's Solicitors and the Seller's Solicitors and to be

administered in accordance with the escrow instructions letter in the

agreed terms (the "ESCROW INSTRUCTIONS LETTER");

"ESCROW AMOUNT" means the sum of (pound) 800,000 (eight hundred

thousand pounds), and which shall be held in trust for the Seller and

the Purchaser and which shall be applied in accordance with clause

3.4;

"EXCLUDED ASSETS" means the assets referred to in clause 2.4 which are

excluded from the sale pursuant to this agreement;

"EXCLUDED CLAIMS" means the benefit of any insurance claim made by the

Seller prior to the Completion Date which is then outstanding in

respect of the loss or destruction of or damage to any of the Assets

where such Asset has prior to the Completion Date been restored in all

material respects or replaced at the Seller's expense;

"EXCLUDED BUSINESS RECORDS" means the Seller's statutory books and

accounting records, and all other records which do not relate in any

way to the Business (including those relating to Tax) but not

including the VAT Records;

"EXCLUDED LIABILITIES" means, save as expressly provided in this

agreement, all the liabilities or obligations relating to the Business

and outstanding or accrued or referable to the period on or before the

Completion Date or arising by virtue of the sale and purchase recorded

by this agreement, including but not limited to any and all

liabilities in respect of National Insurance, PAYE, VAT or other Tax

attributable to the Seller in respect of the Business or the

Transferring Employees (except those payments due to Transferring

Employees as provided for in clause 11.3) in respect of the period

ending on Completion and all bank or other overdrafts and loans owing

by the Seller whether due in respect of the Financing Contracts or

otherwise;

"FINANCIAL YEAR" shall be construed in accordance with s223 CA85;

"FINANCING CONTRACTS" means (i) all obligations of the Seller to

General Electric Capital Corporation or to any person for which it is

the parent undertaking and (ii) the bank lending contracts, security

and finance leases listed in schedule 3;

"FOREIGN AFFILIATE SETTLEMENT AGREEMENT" means the settlement

agreement dated 8 February 2005 between Summersong Investment Inc.,

Murray Europe Limited, Hayter Limited, Murray Holdings Germany GmbH,

Murray Administration Germany GmbH, Murray Germany GmbH & Co. KG,

General Electric Capital Corporation, PBGC, Murray, Inc. and the

Official committee of Unsecured Creditors of Murray, Inc.;

"GOODWILL" means the goodwill of the Seller in relation to the

Business including the exclusive right for the Purchasers or either of

them to represent themselves as carrying on the Business in succession

to the Seller;

"HAYTER MARKS AND NAMES" means the Trade Mark referred to in part 1 of

schedule 5 the domain names referred to in part 2 of schedule 5 and

all right and interest of the Seller in the "HAYTER" name and such

other rights which the Seller has in relation to trade marks, trade

and business names, logos and get up (including any and all goodwill

associated with or attached to any of the same and owned by the Seller

and all rights under the law of passing off

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and laws relating to unfair competition) or other domain names whether

registered, unregistered or registrable (including, where applicable,

all applications for registration) and the right to sue for damages

for past and current infringement in respect of any of the same;

"HAYTER PATENTS" means the patents referred to in part 3 of schedule

5;

"INDEPENDENT ACCOUNTANT" means as defined in clause 12;

"INITIAL CONSIDERATION" means the sum of (pound) 17,827,798 (being the

Consideration less the Accrued Employee Costs, less the Escrow

Amount);

"INTELLECTUAL PROPERTY" means (i) the Hayter Marks and Names, (ii) the

Hayter Patents and (iii) such other rights which the Seller has in and

in relation to Confidential Information, patents, inventions (whether

or not patentable), registered designs, design rights, copyrights

(including, without limitation, rights in software) neighbouring

rights, database rights, semi-conductor topography rights, all rights

of confidence (including in the Know-How) and all rights or forms of

protection having an equivalent or similar nature or effect anywhere

in the world, whether registered, unregistered or registrable

(including, where applicable, all applications for registration) and

the right to sue for damages for past and current infringement in

respect of any of the same;

"INTELLECTUAL PROPERTY CONTRACTS" means all contracts, licences,

authorisations and permissions relating to the use, enjoyment and/or

exploitation by (1) the Seller of any Intellectual Property or

Business Information used in connection with the Business as carried

on at the Completion Date and (2) any third party of any Business

Intellectual Property or Business Information, including but not

limited to those listed in part 4 of schedule 8;

"KNOW HOW" means all unpatented, secret, substantial and identified

know-how, expertise, technical or other information developed,

acquired and owned by the Seller in relation to the Business

including, without limitation, all related ideas, concepts, methods,

inventions, discoveries, data, formulae, processes, methods,

techniques and specifications;

"LAST ACCOUNTS" means the audited financial statements (including

balance sheet and profit and loss account) of the Seller relating to

the Business as at 2 October 2004 in respect of the Financial Year

ended on such date together with all notes, reports (including the

auditors' report) and statements required by law or Relevant

Accounting Standards to be included in or annexed to them;

"LOSSES" includes, in respect of any matter, event or circumstance,

all demands, claims, actions, proceedings, damages, payments, fines,

penalties, losses, costs (including legal costs), expenses (including

taxation), disbursements or other liabilities in any case of any

nature whatsoever;

"PBGC" means the Pensions Benefit Guarantee Corporation;

"PENSIONS DEED" means deed in the agreed form and of even date

herewith between (1) the Trustees of the 'The Hayters Retirement

Benefits Plan', (2) the Seller and (3) the Purchaser whereby the

Purchaser is substituted as principal employer of the plan;

"PENSIONS MOU" means the memorandum of understanding in the agreed

form and of even date herewith between (1) the Trustees of the 'The

Hayters Retirement Benefits Plan', (2) the Seller and (3) the

Purchaser;

"PLANT AND EQUIPMENT" means all plant, machinery, motor vehicles,

office, warehouse and factory furniture, fixtures and fittings and

equipment (including computers) wherever situated owned by the Seller

and used in or in connection with the Business including but not

limited

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to those listed in schedule 6 but excluding for these purposes any

such items which are the subject of Equipment Contracts;

"PREPAYMENTS" means all amounts paid (whether by deposit, prepayment

or otherwise) on or before the Completion Date by or on behalf of the

Seller so far as the same relate to anything (including any service)

to be provided to the Purchaser under any of the Business Contracts or

otherwise in connection with the carrying on of the Business in the

ordinary course after the Completion Date (but excluding, for the

avoidance of doubt, liabilities in respect of Tax);

"PROCEEDINGS" means any proceedings, suit or action arising out of or

in connection with this agreement;

"PROPERTIES" means the freehold properties short particulars of which

are set out in schedule 4;

"PURCHASER'S GROUP" means the group of companies comprising the

Purchaser, any holding company from time to time of the Purchaser and

any subsidiary of the Purchaser or of any such holding company and

"MEMBER OF THE PURCHASER'S GROUP" shall be construed accordingly;

"PURCHASERS' SOLICITORS" means Baker & McKenzie of 100 New Bridge

Street, London EC4V 6JA;

"RELEVANT ACCOUNTING STANDARDS" means, in relation to (i) the Last

Accounts, any of the following in force on 2 October 2004, and means

in relation to (ii) the determination of the Current Assets, the

Current Liabilities and the Working Capital, any of the following in

force on the Completion Date, namely any applicable Statement of

Standard Accounting Practice, Financial Reporting Standard, Urgent

Issues Task Force Abstract or Statement of Recommended Practice issued

by the UK Accounting Standards Board (or any successor body) or any

committee of it or body recognised by it and to the extent that the

Seller (in relation to the Business) is not required to comply with

any of the foregoing, the relevant accounting standards applicable to

the Seller (in relation to the Business);

"SALES DOCUMENTATION" means all sales publications, advertising and

promotional materials, printed terms and conditions of sale or supply,

business forms, instructional material and other technical and sales

materials which are owned by the Seller on the Completion Date and

relate to the Business;

"SELLER'S GROUP" means the group of companies comprising the Seller,

any holding company from time to time of the Seller and any subsidiary

of the Seller or any such holding company (including but not limited

to the Seller and Murray, Inc.) and "MEMBER OF THE SELLER'S GROUP"

shall be construed accordingly;

"SELLER'S SOLICITORS" means Wedlake Bell of 52 Bedford Row, London

WC1R 4LR;

"SERVICE DOCUMENT" means a document relating to or in connection with

any Proceedings;

"STOCK" means all raw materials, supplies, work in progress, parts and

components, finished goods, packaging materials and advertising and

promotional materials held, used or owned by the Seller in connection

with the Business at the Completion Date;

"SUPPLIER CONTRACTS" means all contracts and arrangements entered into

and orders placed with suppliers on or before the Completion Date by

or on behalf of the Seller for the sale or supply of goods or services

to the Seller in connection with the Business which at Completion

remain to be performed in whole or in part including but not limited

to those listed in part 5 of schedule 8 but excluding all and any

contracts, arrangements or orders for the supply of legal,

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tax, accounting, valuation, appraisal and/or corporate advisory and

other professional services;

"TARGET WORKING CAPITAL" means (pound) 10,903,000 (ten million nine

hundred and three thousand pounds);

"TAX" includes (without limitation) all taxes (including value added

tax), duties, levies, imposts, withholdings, social security

contributions, deductions or amounts in the nature of taxation,

whenever and by whatever authority imposed and whether of the United

Kingdom or elsewhere, irrespective of the person against or to which

any such taxes, duties, levies, imposts, withholdings, social security

contributions, deductions or amounts in the nature thereof are

directly or primarily chargeable, together with all interest, fines,

penalties and surcharges imposed pursuant to any legislation relating

to taxation and which are incidental or relating thereto;

"TAXES ACT" means the Income and Corporation Taxes Act 1988;

"TAX AUTHORITY" means any person, body, authority or institution which

seeks to impose, assess, enforce, administer or collect any Tax

whether in the United Kingdom or elsewhere;

"THIRD PARTY RIGHTS" means the benefit of all rights and claims (other

than claims relating to Tax) of the Seller arising on or before the

Completion Date out of or in connection with the Business, including

but not limited to:

(1) all claims against, or rights to make any claims against, any

third party in respect of any goods or services sold or supplied

to the Seller in connection with the Business on or before the

Completion Date where the goods or the subject matter of the

services form part of the Business;

(2) all claims against, or rights to make any claims against,

insurers or other third parties in respect of loss of or damage

or injury caused to the Business to the extent that such loss,

damage or injury has not been made good by and at the cost of the

Seller on or before the Completion Date;

(3) all claims made by the Seller for a loan, grant or other aid in

respect of any of the Assets;

(4) all rights of the Seller in respect of goods supplied by the

Seller in the course of the Business on terms as to retention of

title and to which the Seller retains title at the Completion

Date; and

(5) all the Seller's rights (to the extent that they are assignable)

under any agreement under which the Seller acquired any of the

Assets;

"TRANSACTION DOCUMENTS" means this agreement, the Pensions Deed and

the Pensions MOU;

"TRANSFERRING EMPLOYEES" means those employees of the Seller who are

employed in the Business and whose employment is to be transferred to

the Purchaser, a list of whom appears in schedule 7;

"VAT" means value added tax as defined in VATA;

"VATA" means the Value Added Tax Act 1994;

"VAT RECORDS" means the records required to be kept for VAT purposes

by paragraph 6 of Schedule 11 to VATA in relation to the Business; and

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"WORKING CAPITAL" means the total value of the Current Assets less the

total value of the Current Liabilities as at the Completion Date

agreed or determined in accordance with clause 3.

1.2 Statutory provisions

All references to statutes, statutory provisions, enactments, EU

Directives or EU Regulations shall include references to any

consolidation, re-enactment, modification or replacement of the same,

any statute, statutory provision, enactment, EU Directive or EU

Regulation of which it is a consolidation, re-enactment, modification

or replacement and any subordinate legislation in force under any of

the same from time to time except to the extent that any

consolidation, re-enactment, modification or replacement enacted after

the date of this agreement would extend or increase the liability of

either party to the other under this agreement.

1.3 Holding company and subsidiary

A company or other entity shall be a "HOLDING COMPANY" for the

purposes of this agreement if it falls within either the meaning

attributed to that term in ss736 and 736A CA85 or the meaning

attributed to the term "PARENT UNDERTAKING" in s258 CA85, and a

company or other entity shall be a "SUBSIDIARY" for the purposes of

this agreement if it falls within either the meaning attributed to

that term in ss736 and 736A CA85 or the meaning attributed to the term

"SUBSIDIARY UNDERTAKING" in s258 CA85, and the terms "SUBSIDIARIES"

and "HOLDING COMPANIES" are to be construed accordingly.

1.4 Agreed form

Any reference to a document in the "AGREED FORM" is to the form of the

relevant document in the terms agreed between the Seller and the

Purchaser prior to the execution of this agreement and signed or

initialled for identification purposes only by or on behalf of the

Seller and the Purchaser (in each case with such amendments as may be

agreed by or on behalf of the Seller and the Purchaser).

1.5 Recitals, schedules, etc.

References to this agreement include the recitals and schedules which

form part of this agreement for all purposes. References in this

agreement to the parties, the recitals, schedules and clauses are

references respectively to the parties and their legal personal

representatives, successors and permitted assigns, the recitals and

schedules to and clauses of this agreement.

1.6 Meaning of references

Save where specifically required or indicated otherwise:

(a) words importing one gender shall be treated as importing any

gender, words importing individuals shall be treated as importing

corporations and vice versa, words importing the singular shall

be treated as importing the plural and vice versa, and words

importing the whole shall be treated as including a reference to

any part thereof;

(b) references to a person shall include any individual, firm, body

corporate, unincorporated association, government, state or

agency of state, association, joint venture or partnership, in

each case whether or not having a separate legal personality.

References to a company shall be construed so as to include any

company, corporation or other body corporate wherever and however

incorporated or established;

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(c) references to the word "INCLUDE" or "INCLUDING" (or any similar

term) are not to be construed as implying any limitation and

general words introduced by the word "OTHER" (or any similar

term) shall not be given a restrictive meaning by reason of the

fact that they are preceded by words indicating a particular

class of acts, matters or things;

(d) references to any English statutory provision or legal term for

any action, remedy, method of judicial proceeding, legal

document, legal status, court, official or other legal concept,

state of affairs or thing shall in respect of any jurisdiction

other than England be deemed to include that which most nearly

approximates in that jurisdiction to the English statutory

provision or legal term or other legal concept, state of affairs

or thing;

(e) any reference to "WRITING" or "WRITTEN" includes any method of

reproducing words or text in a legible and non-transitory form

but, for the avoidance of doubt, shall not include e-mail;

(f) references to "INDEMNIFY" and to "INDEMNIFYING" any person

against any Losses by reference to any matter, event or

circumstance includes indemnifying and keeping that person

indemnified against all Losses from time to time made, suffered

or incurred as a direct or indirect consequence of or which would

not have arisen but for that matter, event or circumstance;

(g) references to "STERLING" or "(POUND)" or "POUNDS" are to the

lawful currency of the United Kingdom as at the date of this

agreement; references to "DOLLAR" or "$" are to the lawful

curre