Common use of Amnesty Clause in Contracts

Amnesty. In the event that, at any time between the Closing Date and the date upon which the Sellers’ indemnification obligation under Paragraph 12.1 deriving from the breach of the Sellers’ representations and warranties contained in Paragraph 10.19 (Taxes) above shall expire pursuant to Paragraph 12.2.1(a)(iii) above, any law should be enacted, or is already in force, having as effect the right to settle, in whole or in part, any tax of the Company in respect of which the Sellers may be entitled to indemnify the Buyer pursuant to Paragraph 12.1 above (any such law is hereinafter referred to as an “Amnesty”), the following provisions shall apply: (a) the Buyer shall promptly inform the Sellers’ Representative of any such Amnesty; (b) the Sellers’ Representative shall have the right to request the Buyer that the Company avails itself of the Amnesty; (c) the Buyer shall have the right to determine (irrespective of any request of the Sellers’ Representative under Paragraph 12.5(b) preceding), whether or not the Company should avail itself of the Amnesty; (d) if the Buyer elects to cause the Company to avail itself of an Amnesty without the prior agreement or request of the Sellers’ Representative, all costs and expenses of such Amnesty shall be borne by the Buyer or by the Company, without recourse against the Sellers; (e) if the Buyer elects to cause the Company to avail itself of an Amnesty in agreement with the Sellers’ Representative or pursuant to the Sellers’ Representative’s request hereunder, all costs and expenses of such Amnesty shall be borne by the Sellers (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below), provided however that all costs and expenses of such Amnesty relating to periods following the Closing Date shall be entirely borne by the Buyer; (f) if the Buyer elects not to cause the Company to avail itself of the Amnesty notwithstanding the Sellers’ Representative’s request pursuant to Paragraph 12.6(b) preceding, it shall be free not to do so. However, if the Company could have availed itself of the Amnesty solely for tax periods preceding Closing, the Sellers’ liability in respect of the matter constituting the subject of such Amnesty shall be limited to the amount that would have been paid by the Sellers under such Amnesty (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below).

Amnesty. In the event that, at any time between the Closing Completion Date and the date upon on which the Sellers’ indemnification obligation under Paragraph 12.1 deriving from the breach liability of the Sellers’ representations and warranties contained in Paragraph 10.19 (Taxes) above Vendors shall expire pursuant to Paragraph 12.2.1(a)(iii) aboveSection 9.04 any law, any law regulation, order or decree should be enacted, or is already enacted in force, Italy having as an effect the right to settle, in whole or in part, any tax or social security obligations of the Company in respect of which Vendors covered by the Sellers may be entitled to indemnify the Buyer pursuant to Paragraph 12.1 above Vendors' indemnity hereunder (any such law law, regulation, order or decree is hereinafter referred to as an “"Amnesty”"), the following provisions shall apply: : (ai) the Buyer shall promptly inform the Sellers’ Representative of any such Amnesty; (b) the Sellers’ Representative Vendors shall have the right to notify the Purchaser of its request the Buyer that the Company avails relevant Target Company(ies) availS itself of the Amnesty; ; (cii) the Buyer Purchaser shall have the right to determine determine, in its sole discretion (irrespective of any request of the Sellers’ Representative Vendors under Paragraph 12.5(b(i) preceding), whether or not the Company relevant Target Company(ies) should avail itself of the Amnesty; ; (diii) if the Buyer Purchaser elects to cause the Company to avail itself of proceed with an Amnesty without the prior agreement or request of the Sellers’ RepresentativeVendors, all costs and expenses of such Amnesty shall be borne by the Buyer or by the Company, without recourse against the Sellers; Purchaser; (eiv) if the Buyer Purchaser elects to cause the Company to avail itself of proceed with an Amnesty in agreement with the Sellers’ Representative Vendors or pursuant to the Sellers’ Representative’s Vendors' request hereunder, all costs and expenses of such Amnesty shall be borne by the Sellers Vendors; (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below), provided however that all costs and expenses of such Amnesty relating to periods following the Closing Date shall be entirely borne by the Buyer; (fv) if the Buyer Purchaser elects not to cause the Company to avail itself of the proceed with an Amnesty notwithstanding the Sellers’ Representative’s Vendors' request pursuant to Paragraph 12.6(b(i) preceding, it shall be free not to do so. However, if but the Company could have availed itself of the Amnesty solely for tax periods preceding Closing, the Sellers’ Vendors' liability under Section 9.01 in respect of the matter constituting the subject of such Amnesty shall be limited to the amount that would have been paid by the Sellers under such Vendors pursuant to paragraph (iv) preceding had the Purchaser elected to proceed with the Amnesty (without prejudice to in accordance with the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below)Vendors' request.

Amnesty. In the event that, that – at any time between the Closing Date and the date upon which the Sellers’ indemnification obligation under Paragraph 12.1 deriving from the breach liability of the Sellers’ representations and warranties contained in Paragraph 10.19 (Taxes) above Sellers for Taxes or social security matters shall expire pursuant to Paragraph 12.2.1(a)(iiiSubsection 11.3.1 (a) aboveany law, any law regulation, order or decree should be enacted, or is already enacted in force, Italy having as an effect the right to settle, in whole or in part, any tax Tax and/or social security obligations of the Company in respect or the Subsidiaries (or any of which them) covered by the Sellers may be entitled to indemnify the Buyer pursuant to Paragraph 12.1 above Sellers’ indemnity obligation hereunder (any such law law, regulation, order or decree is hereinafter referred to as an “Amnesty”” and it will, in particular – but without limitation—refer to what is commonly known as “condono” in Italian Tax law and politics), the following provisions shall applyapply : (a) the Buyer Sellers shall promptly inform have the Sellers’ Representative right (but not the duty) to request the Purchaser that Robuschi avail itself of any the Amnesty. Where the Sellers communicate that they consider making such Amnestya request, the Purchaser shall cause Robuschi to deliver all information to the Sellers that is reasonably needed to make a fully informed decision about making the above-mentioned request; (b) the Sellers’ Representative Purchaser shall have the right to determine, in its sole discretion (irrespective of any request of the Buyer that the Company avails Sellers under letter (a) preceding), whether or not Robuschi should avail itself of the Amnesty; (c) the Buyer shall have the right to determine (irrespective of any request of the Sellers’ Representative under Paragraph 12.5(b) preceding), whether or not the Company should avail itself of the Amnesty; (d) if the Buyer Purchaser elects to cause the Company to avail itself of proceed with an Amnesty without the prior written agreement or written request of the Sellers’ Representative, all costs and expenses of such Amnesty shall be borne by the Buyer Purchaser or by the CompanyRobuschi, without recourse against the SellersSellers hereunder; (ed) if the Buyer Purchaser elects to cause the Company to avail itself of proceed with an Amnesty in written agreement with the Sellers’ Representative Sellers or pursuant to the Sellers’ Representative’s request hereunder, all costs and expenses of such Amnesty (including any costs, expenses or increase in tax liabilities incurred by the Robuschi Group or the Purchaser after the Closing Date) shall be borne by the Sellers (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below), provided however that all costs and expenses of such Amnesty relating to periods following the Closing Date shall be entirely borne by the Buyer; (fe) if the Buyer Purchaser elects not to cause the Company to avail itself of the proceed with an Amnesty notwithstanding the Sellers’ Representative’s request pursuant to Paragraph 12.6(bletter (a) preceding, it shall be free not to do so. However, if the Company could have availed itself of the Amnesty solely for tax periods preceding Closing, but the Sellers’ liability under Section 11.1 in respect of the matter constituting the subject of such Amnesty shall be limited to the amount that would have been paid by the Sellers under such pursuant to letter (d) preceding had the Purchaser elected to proceed with the Amnesty (without prejudice to in accordance with the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below)Sellers request.

Amnesty. In the event that, at any time between the Closing Date date of this Agreement and the date upon which the Sellers’ indemnification obligation under Paragraph 12.1 deriving from the breach liability of the Sellers’ representations and warranties contained in Paragraph 10.19 (Taxes) above Sellers shall expire pursuant to Paragraph 12.2.1(a)(iii) aboveSection 5(a), any law law, regulation, order or decree should be enacted, enacted in Italy or is already in force, other relevant jurisdiction having as an effect the right to settle, in whole or in part, Tax or social security obligations of SRT, Syntech and/or the Subsidiaries covered by any tax of the Company in respect of which the Sellers may be entitled to indemnify the Buyer pursuant to Paragraph 12.1 above indemnity hereunder (any such law law, regulation, order or decree is hereinafter referred to as an “Amnesty”Amnesty ), the following provisions shall apply: (ai) the Buyer shall promptly inform the Sellers’ Representative of any such Amnesty; (b) the Sellers’ Representative Sellers shall have the right to request notify the Buyer of its request that SRT, Syntech and/or the Company avails Subsidiaries avail itself of the Amnesty; (cii) the Buyer shall have the right to determine determine, in its sole discretion (irrespective of any request of the Sellers’ Representative Sellers under Paragraph 12.5(bparagraph (i) preceding), whether or not SRT, Syntech and/or the Company Subsidiaries should avail itself of the Amnesty; (diii) if the Buyer elects to cause the Company to avail itself of proceed with an Amnesty without the prior agreement or request of the Sellers’ Representative, all costs and expenses of such Amnesty shall be borne by SRT, Syntech or the Buyer or relevant Subsidiary, it being understood that if the Sellers do not agree to proceed with an Amnesty without a sound reasonable justification, all costs and expenses of the Amnesty shall be borne by the Company, without recourse against the Sellers; (eiv) if the Buyer elects to cause the Company to avail itself of proceed with an Amnesty in agreement with the Sellers’ Representative Sellers or pursuant to the Sellers’ Representative’s their request hereunder, all costs and expenses of such Amnesty shall be borne by the Sellers (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below), provided however that all costs and expenses of such Amnesty relating to periods following the Closing Date shall be entirely borne by the Buyer;; and (fv) if the Buyer elects not to cause the Company to avail itself of the proceed with an Amnesty notwithstanding the Sellers’ Representative’s request of the Sellers pursuant to Paragraph 12.6(bparagraph (i) precedingabove, it they shall be free not to do so. However, if but the Company could have availed itself indemnification liability of the Amnesty solely for tax periods preceding Closing, the Sellers’ liability Sellers under Section 5 in respect of the matter constituting the subject of such Amnesty shall be limited to the amount that would have been paid by the Sellers under such pursuant to paragraph (iv) preceding had the Buyer elected to proceed with the Amnesty (without prejudice to in accordance with the exclusions and limitations to request of the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below).

Amnesty. In the event thata Brazilian Governmental Authority issues an amnesty that would allow the Company to settle a Tax debt in more favorable terms and conditions than those that would otherwise apply to such debts, at any time between the Closing Date and Sellers may request the date upon Purchaser to procure that the Company takes all the necessary measures to benefit from such amnesty, including by making the respective payments related to Liabilities for which the Sellers’ indemnification obligation Sellers are liable for under Paragraph 12.1 deriving from this Agreement, provided that such amnesty shall not directly or indirectly restrict the breach of the Sellers’ representations and warranties contained in Paragraph 10.19 (Taxes) above shall expire pursuant to Paragraph 12.2.1(a)(iii) above, any law should be enacted, or is already in force, having as effect the right to settle, in whole or in part, any tax ability of the Company in or Purchaser to seek or otherwise claim any of their legal rights with respect to any matter other than the Tax debt subject to such Amnesty. For the sake of clarity it is hereby agreed that all such payments related to Liabilities for which the Sellers may are liable for under this Agreement will be entitled treated as a Loss subject to indemnify the Buyer pursuant to Paragraph 12.1 above (any such law is hereinafter referred to as an “Amnesty”), the following provisions shall apply: (a) the Buyer shall promptly inform the Sellers’ Representative of any such Amnesty; (b) the Sellers’ Representative shall have the right to request the Buyer that the Company avails itself of the Amnesty; (c) the Buyer shall have the right to determine (irrespective of any request of the Sellers’ Representative under Paragraph 12.5(b) preceding), whether or not the Company should avail itself of the Amnesty; (d) if the Buyer elects to cause the Company to avail itself of an Amnesty without the prior agreement or request of the Sellers’ Representative, all costs and expenses of such Amnesty shall be borne indemnification by the Buyer or by the Company, without recourse against the Sellers; (e) if the Buyer elects to cause the Company to avail itself of an Amnesty in agreement with the Sellers’ Representative or Sellers pursuant to the Sellers’ Representative’s request hereunderterms and subject to the limitations set forth in this Article 10. If, all costs and expenses of such Amnesty shall be borne for any reason, the Company decides not to benefit from the respective amnesty and, thus, refuses to make the payments requested by the Sellers (without prejudice to the exclusions and limitations to the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below), provided however that all costs and expenses of such Amnesty relating to periods following the Closing Date shall be entirely borne by the Buyer; (f) if the Buyer elects not to cause the Company to avail itself of the Amnesty notwithstanding the Sellers’ Representative’s request pursuant to Paragraph 12.6(b) preceding, it shall be free not to do so. However, if the Company could have availed itself of the Amnesty solely for tax periods preceding Closing, the Sellers’ liability in respect of Sellers shall only be responsible for indemnifying the matter constituting the subject of such Amnesty shall be limited Purchaser’s Indemnified Party up to the amount of Loss that would have been paid incurred by the Purchaser had the Company benefited from the amnesty as requested by the Sellers, with due regard for all other conditions established by such amnesty, including with regards to payment term (the “Amnesty Amount”). Notwithstanding the above, in case the Company decides not to benefit from the respective amnesty and the amount of Loss actually incurred (if any) in connection with such Tax debt is less than the Amnesty Amount, no amount shall be due to Sellers under the terms of this Agreement in connection with such Tax debt and, accordingly, (1) no amount shall be paid to Seller from the Deferred Purchase Price pursuant to Section 3.2.2 hereof in connection thereto, and (2) the aggregate Deferred Purchase Price amount shall be reduced by seventy-one point twenty-five (71.25%) of such Amnesty Amount, provided that part of the amount shall be deducted from the Deferred Purchase Price and paid to tax authorities in connection with the actual Loss arising from such Tax debt, and the balance (without prejudice to after such payment) shall be kept by Purchaser and deducted from the exclusions and limitations to Deferred Purchase Price as compensation for taking the Sellers’ liability set out in Paragraph 12.2 above and Article 15 below)risk of a Loss exceeding the Amnesty Amount.