Common use of CATEGORY A SHAREHOLDERS' INDEMNITY Clause in Contracts

CATEGORY A SHAREHOLDERS' INDEMNITY. 1. Without prejudice to the other rights or remedies of the Dealers, each Category A Shareholder severally (and not jointly) undertakes to each Dealer that if the Dealer or any Relevant Party relating to that Dealer incurs any Loss, arising out of, in connection with, or based on: (a) any actual or alleged breach of the representations, warranties and undertakings given by such Category A Shareholder in Part 1 of Appendix 2 of this Agreement; or (b) any untrue or misleading (or allegedly untrue or misleading) statement in respect of such Category A Shareholder in, or any omission (or alleged omission) of a material fact in respect of such Category A Shareholder from, the Preliminary Prospectus and the Prospectus, the relevant Category A Shareholder shall (subject as provided in paragraph 2 below) pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation to recover any such payment or to account to any other person for any amounts paid to it under this paragraph 1. The indemnity in this paragraph 1 shall not extend to any losses, liabilities, costs, claims, damages, expenses or demands (or any action in respect thereof) attributable to the gross negligence, wilful misconduct or fraud of any Dealer in respect of any dealing with the relevant Category A Shareholder. 2. In case any action shall be brought against any Relevant Party in respect of which recovery may be sought from a Category A Shareholder, such Relevant Party shall promptly notify the relevant Category A Shareholder in writing and shall employ such legal advisers as may be agreed between such Relevant Party and the relevant Category A Shareholder or, in default of agreement, as such Relevant Party may select. The relevant Category A Shareholder shall not be liable in respect of any settlement of any such action effected without its consent, such consent not to be unreasonably withheld or delayed. 3. None of the Category A Shareholders shall, without the prior written consent of the relevant Dealer, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought hereunder (whether or not the relevant Dealer is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the relevant Dealer from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of the relevant Dealer.

CATEGORY A SHAREHOLDERS' INDEMNITY. 1. Without prejudice to the other rights or remedies of the Dealers, each Category A Shareholder severally (and not jointly) undertakes to each Dealer that if the Dealer or any Relevant Party relating to that Dealer incurs any Loss, arising out of, in connection with, or based on: (a) any actual or alleged breach of the representations, warranties and undertakings given by such Category A Shareholder in Part 1 of Appendix 2 of this Agreement; or (b) any untrue or misleading (or allegedly untrue or misleading) statement in respect of such Category A Shareholder in, or any omission (or alleged omission) of a material fact in respect of such Category A Shareholder from, the Preliminary Prospectus from and the Prospectus, the relevant Category A Shareholder shall (subject as provided in paragraph 2 below) pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation to recover any such payment or to account to any other person for any amounts paid to it under this paragraph 1. The indemnity in this paragraph 1 shall not extend to any losses, liabilities, costs, claims, damages, expenses or demands (or any action in respect thereof) attributable to the gross negligence, wilful misconduct or fraud of any Dealer in respect of any dealing with the relevant Category A Shareholder. 2. In case any action shall be brought against any Relevant Party in respect of which recovery may be sought from a Category A Shareholder, such Relevant Party shall promptly notify the relevant Category A Shareholder in writing and shall employ such legal advisers as may be agreed between such Relevant Party and the relevant Category A Shareholder or, in default of agreement, as such Relevant Party may select. The relevant Category A Shareholder shall not be liable in respect of any settlement of any such action effected without its consent, such consent not to be unreasonably withheld or delayed. 3. None of the Category A Shareholders shall, without the prior written consent of the relevant Dealer, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought hereunder (whether or not the relevant Dealer is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the relevant Dealer from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of the relevant Dealer.

CATEGORY A SHAREHOLDERS' INDEMNITY. 1. Without prejudice to the other rights or remedies of the Dealers, each Category A Shareholder severally (and not jointly) undertakes to each Dealer that if the Dealer or any Relevant Party relating to that Dealer incurs any Loss, arising out of, in connection with, or based on: (a) any actual or alleged breach of the representations, warranties and undertakings given by such Category A Shareholder in Part 1 of Appendix 2 of this Agreement; or (b) any untrue or misleading (or allegedly untrue or misleading) statement in respect of such Category A Shareholder in, or any omission (or alleged omission) of a material fact in respect of such Category A Shareholder from, the Preliminary Prospectus and the Prospectus, the relevant Category A Shareholder shall (subject as provided in paragraph 2 below) pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation to recover any such payment or to account to any other person for any amounts paid to it under this paragraph 1. The indemnity in this paragraph 1 shall not extend to any losses, liabilities, costs, claims, damages, expenses or demands (or any action in respect thereof) attributable to the gross negligence, wilful misconduct or fraud of any Dealer in respect of any dealing with the relevant Category A Shareholder. 2. In case any action shall be brought against any Relevant Party in respect of which recovery may be sought from a Category A Shareholder, such Relevant Party shall promptly notify the relevant Category A Shareholder in writing and shall employ such legal advisers as may be agreed between such Relevant Party and the relevant Category A Shareholder or, in default of agreement, as such Relevant Party may select. The relevant Category A Shareholder shall not be liable in respect of any settlement of any such action effected without its consent, such consent not to be unreasonably withheld or delayed. 3. None of the Category A Shareholders shall, without the prior written consent of the relevant Dealer, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought hereunder (whether or not the relevant Dealer is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the relevant Dealer from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of the relevant Dealer.