Common use of APG'S THIRD PARTY RIGHTS Clause in Contracts

APG'S THIRD PARTY RIGHTS. 10.1 The Parties irrevocably agree, acknowledge and undertake that APG may enforce the terms of this Agreement (including but not limited to Clauses 1, 2, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19 and 20 and each of the Schedules). The Parties further irrevocably agree, acknowledge and undertake that this is a right expressly provided to APG and confers a benefit on APG for the purposes of the Third Parties Ordinance. 10.2 The Seller agrees and acknowledges that: (a) APG's loss arising out of or in connection with a breach by the Seller of any of its obligations to any Party under this Agreement and at any time ("Seller's Breach") shall be deemed to include but not be limited to all Losses suffered or incurred by the Buyer due to the Seller's Breach, multiplied by APG's shareholding percentage in the issued share capital of the Buyer as at such time ("APG's Losses"); (b) the Seller shall indemnify APG for APG's Losses and any other Losses suffered by APG arising out of in connection with the Seller's Breach upon demand by APG; and (c) in the event that any sum paid or payable to APG by the Seller pursuant to this Clause 10.2 is subject to Tax, the Seller shall pay such additional amount to ensure the total amount paid less the Tax chargeable on such amount, is equal to the amount which would otherwise have been payable to APG. 10.3 If APG brings proceedings to enforce the terms of this Agreement against the Seller, the Seller shall only have available to it, by way of defence, set-off or counterclaim to APG's claims, a matter that would have been available by way of defence, set-off or counterclaim if APG had been a party to this Agreement. 10.4 The Parties irrevocably agree and undertake that they may not amend, restate, supplement, rescind and/or vary this Agreement or any provision herein unless with the prior written consent of APG. 10.5 In the event that APG is compensated in full by the Seller for APG's Losses in respect of a Seller's Breach or in respect of a breach of the Subscription and Shareholders Agreement arising from the same action by the Seller or the same event, neither APG nor the Buyer shall be entitled to recover from the Seller under this Agreement or the Subscription and Shareholders Agreement more than once in respect of the same APG's Losses for the same Seller's Breach. Vice versa, in the event that the Buyer is compensated in full by the Seller for Buyer’s Losses in respect of a Seller’s Breach or for the same warranties under the Subscription and Shareholders Agreement, neither the Buyer nor APG shall be entitled to recover from the Seller under this Agreement or the Subscription and Shareholders Agreement more than once in respect of the same Buyer’s Losses for the same Seller's Breach. For the avoidance of doubt, this Clause

APG'S THIRD PARTY RIGHTS. 10.1 The Parties irrevocably agree, acknowledge and undertake that APG may enforce the terms of this Agreement (including but not limited to Clauses 1, 2, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19 and 20 and each of the Schedules). The Parties further irrevocably agree, acknowledge and undertake that this is a right expressly provided to APG and confers a benefit on APG for the purposes of the Third Parties Ordinance. 10.2 The Seller agrees and acknowledges that: (a) APG's loss arising out of or in connection with a breach by the Seller of any of its obligations to any Party under this Agreement and at any time ("Seller's Breach") shall be deemed to include but not be limited to all Losses suffered or incurred by the Buyer due to the Seller's Breach, multiplied by APG's shareholding percentage in the issued share capital of the Buyer as at such time ("APG's Losses"); (b) the Seller shall indemnify APG for APG's Losses and any other Losses suffered by APG arising out of in connection with the Seller's Breach upon demand by APG; and (c) in the event that any sum paid or payable to APG by the Seller pursuant to this Clause 10.2 is subject to Tax, the Seller shall pay such additional amount to ensure the total amount paid less the Tax chargeable on such amount, is equal to the amount which would otherwise have been payable to APG. 10.3 If APG brings proceedings to enforce the terms of this Agreement against the Seller, the Seller shall only have available to it, by way of defence, set-off or counterclaim to APG's claims, a matter that would have been available by way of defence, set-off or counterclaim if APG had been a party to this Agreement. 10.4 The Parties irrevocably agree and undertake that they may not amend, restate, supplement, rescind and/or vary this Agreement or any provision herein unless with the prior written consent of APG. 10.5 In the event that APG is compensated in full by the Seller for APG's Losses in respect of a Seller's Breach or in respect of a breach of the Subscription and Shareholders Agreement arising from the same action by the Seller or the same event, neither APG nor the Buyer shall be entitled to recover from the Seller under this Agreement or the Subscription and Shareholders Agreement more than once in respect of the same APG's Losses for the same Seller's Breach. Vice versa, in the event that the Buyer is compensated in full by the Seller for Buyer’s Losses in respect of a Seller’s Breach or for the same warranties under the Subscription and Shareholders Agreement, neither the Buyer nor APG shall be entitled to recover from the Seller under this Agreement or the Subscription and Shareholders Agreement more than once in respect of the same Buyer’s Losses for the same Seller's Breach. For the avoidance of doubt, this ClauseClause 10.5 does not prohibit or in any way limit APG or the Buyer's ability to make any claim, or right to be indemnified for APG's Losses or other Losses, arising out of or in connection with a Seller's Breach arising out of separate circumstances.