Common use of DEALERS' UNDERTAKINGS Clause in Contracts

DEALERS' UNDERTAKINGS. 8.1 Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto. 8.2 Without prejudice to the other rights or remedies of the Issuer, each of the Dealers severally undertakes with the Issuer that it will indemnify the Issuer its affiliates and each of its directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2. 8.3 Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, respectively.

DEALERS' UNDERTAKINGS. 8.1 (1) Each Dealer represents and severally agrees to comply with the selling restrictions and agreements set out in Schedule 2 heretoAppendix B hereto unless otherwise agreed with the Issuer. 8.2 (2) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that: (i) neither the Issuer, PT nor PTC has authorised it to make representations in connection with any sale or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by the Issuer and/or PT and/or PTC pursuant to clause 7 (taken together with the Offering Circular); and (ii) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the Issuer and made available to such Dealer from time to time. (3) Without prejudice to the other rights or and remedies of the Issuer, PT or PTC, each of the Dealers Dealer severally undertakes with the Issuer Issuer, PT and PTC that it will indemnify hold the Issuer its affiliates and each of its directors, officers, employees and agents and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, expenses charges, expenses, actions or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of demands which the foregoing) which such entity or person Issuer and/or PT and/or PTC may incur or which may be made against it each or any of them as a result of or any breach by such Dealer of any of its undertakings contained in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, clauses 8(1) provided that, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against that such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, expenses charges, expenses, actions or actions demands arising from the sale of Notes to any person believed in good faith by that such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2Appendix B. The provisions of clause 6(2) shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clause. 8.3 (4) Each of Dealer acknowledges to, and severally agrees with, the Dealers agrees Issuer, PT and PTC that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers it nor any of their respective affiliates its affiliates, or any person acting on its behalf has engaged or will be a manufacturer for engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the purpose Securities Act) in connection with any offer or sale of Notes in the United States. (5) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that neither it nor any of its affiliates, or any person acting on its behalf has engaged or will engage in any directed selling efforts (as defined in Rule 902(c) under the Securities Act) with respect to the Notes and each of the MiFID Product Governance Rules and/or foregoing persons has complied and will comply with the UK MiFIR Product Governance Rules, respectivelyoffering restrictions requirements of Regulation S under the Securities Act.

DEALERS' UNDERTAKINGS. 8.1 Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto. 8.2 Without prejudice to the other rights or remedies of the IssuerLinde plc and Linde Finance, each of the Dealers severally undertakes with the Issuer Linde plc and Linde Finance that it will indemnify the Issuer its Linde plc, Linde Finance, their affiliates and each of its their directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer Linde plc or Linde Finance indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2. 8.3 Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, respectively.

DEALERS' UNDERTAKINGS. 8.1 Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto. 8.2 Without prejudice to the other rights or remedies of the IssuerLinde plc and Linde Finance, each of the Dealers severally undertakes with the Issuer Linde plc and Linde Finance that it will indemnify the Issuer its Linde plc, Linde Finance, their affiliates and each of its their directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer Linde plc or Linde Finance indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2. 8.3 Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, respectively.