Common use of Liabilities and Indemnifications Clause in Contracts

Liabilities and Indemnifications. 13.1 The Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners, as well as any person deemed to have decisive influence on any of the Joint Bookrunners or controlling any of the Joint Bookrunners (inter alia within the meaning of the U.S. Securities Exchange Act of 1934) and the management bodies, managing employees and other employees of any of the Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners and any person deemed to have decisive influence on any of the Joint Bookrunners, shall not be under any liability (except for wilful misconduct (Vorsatz)) for or in respect of: the validity or value of, or title to, any New Shares; the form of, or the statements contained in or omitted from, or the validity of, any preliminary or final Offer Document, any amendment or supplement thereto, any document or information which may be attached to and made a part of, any of them, or any letters or instruments executed by or on behalf of the Company or others; the form or validity of the Underwriting Agreement, this Agreement or any other documents relating to the Offering; the delivery of the New Shares and the performance of the Company or others of any agreement on their respective parts; the qualification for sale of the New Shares under the laws of any jurisdiction or the right of each Underwriter or any other person to offer or sell the New Shares in any jurisdiction; the termination of the Underwriting Agreement; or any matter in connection with any of the foregoing. 13.2 If any claim is made against (i) any of the Underwriters, or (ii) any enterprise affiliated with the any of the Underwriters, or (iii) any person deemed to have decisive influence on any of the Underwriters, or (iv) controlling any of the Underwriters (inter alia within the meaning of the U.S. Securities Exchange Act of 1934), or (v) the management bodies, managing employees and other employees of any of the Underwriters, any enterprise affiliated with any of the Underwriters or any person deemed to have decisive influence on any of the Underwriters, in connection with the Offering, the respective Underwriter must inform the Joint Bookrunners without delay and may require the other Underwriters to reimburse it for any costs and expenses properly incurred by it in investigating and resisting such claim and for the amount of any liability arising as a result of the claim, including the amount of any settlement of the claim, on the basis that such costs, expenses, liability amounts (after taking account of any amounts recovered from the Company) shall be shared among the Underwriters in proportion to their Commitments. Without affecting Clause 6 of the Underwriting Agreement, the Joint Bookrunners are authorized by each Underwriter, in relation to such claim, to take such action, including engaging and instructing legal advisers and making any settlement, as the Joint Bookrunners may consider advisable. Any settlement shall require the consent of the Joint Bookrunners, and each Underwriter shall notify the Joint Bookrunners as early as possible prior to contemplating to entering into any such settlement. Whenever the Joint Bookrunners receive notice of the assertion of any claim to which the provisions of this Article 13.2 would be applicable, the Joint Bookrunners will give prompt notice thereof to each Underwriter. The Joint Bookrunners will also furnish each Underwriter with periodic reports, at such times as it deems appropriate, as to the status of such claim and the action taken by it in connection therewith, but shall have absolute discretion to determine the response to any such claim and to take action in connection therewith, including directing any action, suit or proceeding on behalf of such Underwriter. 13.3 Each Underwriter undertakes to indemnify and hold harmless each of the other Underwriters and each person controlling or being affiliated with or any person duly acting on behalf of an Underwriter against any losses, liabilities, damages, claims, actions or demands (including fees and disbursements of counsel) which any of them may incur or which may be made against any of them (i) arising from any breach of any provisions of this Agreement or the Underwriting Agreement by such Underwriter (including any affiliated selling group member and/or sub-contractor), or (ii) arising out of or in relation to any failure by that Underwriter (including any affiliated selling group member and/or sub-contractor) to observe any restriction of this Agreement or the Underwriting Agreement, respectively. 13.4 Each Underwriter agrees to pay, upon the request of the Joint Bookrunners, as contribution, its proportionate share, based upon the respective Commitment of the Underwriters, of any losses, claims, damages or liabilities, joint or several, under the German Stock Exchange Act (Börsengesetz), the German Securities Sales Prospectus Act (Verkaufsprospektgesetz), the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Civil Code (Bürgerliches Gesetzbuch), the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, as amended, or any other applicable laws in any jurisdiction or otherwise, paid or incurred by any Underwriter (including the Joint Bookrunners, individually or as representative of the Underwriters) to any person other than an Underwriter (including amounts paid by an Underwriter as contribution), arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final version of the Offer Documents, any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and (ii) any act or omission to act or any alleged act or omission to act by any of the Joint Bookrunners, individually or as representatives of the Underwriters, or by the Underwriters, as a group but not individually, in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the New Shares; and each Underwriter will pay such proportionate share of any legal or other expenses reasonably incurred by one of the Joint Bookrunners or with its consent, in connection with investigating or defending any such loss, claim, damage or liability, or any action in respect thereof.

Liabilities and Indemnifications. 13.1 (1) The Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners, as well as any person deemed to have decisive influence on any of the Joint Bookrunners or controlling any of the Joint Bookrunners (inter alia within the meaning of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”)) and the management bodies, managing employees and other employees of any of the Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners and any person deemed to have decisive influence on any of the Joint Bookrunners, shall not be under any liability (except for wilful misconduct (Vorsatz)) for or in respect of: the validity or value of, or title to, any New Shares; the form of, or the statements contained in or omitted from, or the validity of, any preliminary or final Offer Document, any amendment or supplement thereto, any document or information which may be attached to and made a part of, any of them, or any letters or instruments executed by or on behalf of the Company or others; the form or validity of the Underwriting Agreement, this Agreement or any other documents relating to the Offering; the delivery of the New Shares and the performance of the Company or others of any agreement on their respective parts; the qualification for sale of the New Shares under the laws of any jurisdiction or the right of each Underwriter or any other person to offer or sell the New Shares in any jurisdiction; the termination of the Underwriting Agreement; or any matter in connection with any of the foregoing. 13.2 (2) If any claim is made against (i) any of the Underwriters, or (ii) any enterprise affiliated with the any of the Underwriters, or (iii) any person deemed to have decisive influence on any of the Underwriters, or (iv) controlling any of the Underwriters (inter alia within the meaning of the U.S. Securities Exchange Act of 1934Act), or (v) the management bodies, managing employees and other employees of any of the Underwriters, any enterprise affiliated with any of the Underwriters or any person deemed to have decisive influence on any of the Underwriters, in connection with the Offering, the respective Underwriter must inform the Joint Bookrunners without delay and may require the other Underwriters to reimburse it for any costs and expenses properly incurred by it in investigating and resisting such claim and for the amount of any liability arising as a result of the claim, including the amount of any settlement of the claim, on the basis that such costs, expenses, liability amounts (after taking account of any amounts recovered from the Company) shall be shared among the Underwriters in proportion to their Commitments. Without affecting Clause Article 6 of the Underwriting Agreement, the Joint Bookrunners are authorized by each Underwriter, in relation to such claim, to take such action, including engaging and instructing legal advisers and making any settlement, as the Joint Bookrunners may consider advisable. Any settlement shall require the consent of the Joint Bookrunners, and each Underwriter shall notify the Joint Bookrunners as early as possible prior to contemplating to entering into any such settlement. Whenever the Joint Bookrunners receive notice of the assertion of any claim to which the provisions of this Article 13.2 13(2) would be applicable, the Joint Bookrunners will give prompt notice thereof to each Underwriter. The Joint Bookrunners will also furnish each Underwriter with periodic reports, at such times as it deems appropriate, as to the status of such claim and the action taken by it in connection therewith, but shall have absolute discretion to determine the response to any such claim and to take action in connection therewith, including directing any action, suit or proceeding on behalf of such Underwriter. 13.3 (3) Each Underwriter undertakes to indemnify and hold harmless each of the other Underwriters and each person controlling or being affiliated with or any person duly acting on behalf of an Underwriter against any losses, liabilities, damages, claims, actions or demands (including fees and disbursements of counsel) which any of them may incur or which may be made against any of them (i) arising from any breach of any provisions of this Agreement or the Underwriting Agreement by such Underwriter (including any affiliated selling group member and/or sub-contractor), or (ii) arising out of or in relation to any failure by that Underwriter (including any affiliated selling group member and/or sub-contractor) to observe any restriction of this Agreement or the Underwriting Agreement, respectively. 13.4 (4) Each Underwriter agrees to pay, upon the request of the Joint Bookrunners, as contribution, its proportionate share, based upon the respective Commitment of the UnderwritersUnderwriter, of any losses, claims, damages or liabilities, joint or several, under the German Stock Exchange Act (Börsengesetz), the German Securities Sales Prospectus Act (Verkaufsprospektgesetz), the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Civil Code (Bürgerliches Gesetzbuch), the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, as amended, or any other applicable laws in any jurisdiction or otherwise, paid or incurred by any Underwriter (including the Joint Bookrunners, individually or as representative of the Underwriters) to any person other than an Underwriter (including amounts paid by an Underwriter as contribution), arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final version of the Offer Documents, any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and (ii) any act or omission to act or any alleged act or omission to act by any of the Joint Bookrunners, individually or as representatives of the Underwriters, or by the Underwriters, as a group but not individually, in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the New Shares; and each Underwriter will pay such proportionate share of any legal or other expenses reasonably incurred by one of the Joint Bookrunners or with its consent, in connection with investigating or defending any such loss, claim, damage or liability, or any action in respect thereof.

Liabilities and Indemnifications. 13.1 (1) The Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners, as well as any person deemed to have decisive influence on any of the Joint Bookrunners or controlling any of the Joint Bookrunners (inter alia within the meaning of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”)) and the management bodies, managing employees and other employees of any of the Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners and any person deemed to have decisive influence on any of the Joint Bookrunners, shall not be under any liability (except for wilful misconduct (Vorsatz)) for or in respect of: the validity or value of, or title to, any New Shares; the form of, or the statements contained in or omitted from, or the validity of, any preliminary or final Offer Document, any amendment or supplement thereto, any document or information which may be attached to and made a part of, any of them, or any letters or instruments executed by or on behalf of the Company or others; the form or validity of the Underwriting Agreement, this Agreement or any other documents relating to the Offering; the delivery of the New Shares and the performance of the Company or others of any agreement on their respective parts; the qualification for sale of the New Shares under the laws of any jurisdiction or the right of each Underwriter or any other person to offer or sell the New Shares in any jurisdiction; the termination of the Underwriting Agreement; or any matter in connection with any of the foregoing. 13.2 (2) If any claim is made against (i) any of the Underwriters, or (ii) any enterprise affiliated with the any of the Underwriters, or (iii) any person deemed to have decisive influence on any of the Underwriters, or (iv) controlling any of the Underwriters (inter alia within the meaning of the U.S. Securities Exchange Act of 1934Act), or (v) the management bodies, managing employees and other employees of any of the Underwriters, any enterprise affiliated with any of the Underwriters or any person deemed to have decisive influence on any of the Underwriters, in connection with the Offering, the respective Underwriter must inform the Joint Bookrunners without delay and may require the other Underwriters to reimburse it for any costs and expenses properly incurred by it in investigating and resisting such claim and for the amount of any liability arising as a result of the claim, including the amount of any settlement of the claim, on the basis that such costs, expenses, liability amounts (after taking account of any amounts recovered from the Company) shall be shared among the Underwriters in proportion to their Commitments. Without affecting Clause 6 of the Underwriting Agreement, the Joint Bookrunners are authorized by each Underwriter, in relation to such claim, to take such action, including engaging and instructing legal advisers and making any settlement, as the Joint Bookrunners may consider advisable. Any settlement shall require the consent of the Joint Bookrunners, and each Underwriter shall notify the Joint Bookrunners as early as possible prior to contemplating to entering into any such settlement. Whenever the Joint Bookrunners receive notice of the assertion of any claim to which the provisions of this Article 13.2 13(2) would be applicable, the Joint Bookrunners will give prompt notice thereof to each Underwriter. The Joint Bookrunners will also furnish each Underwriter with periodic reports, at such times as it deems appropriate, as to the status of such claim and the action taken by it in connection therewith, but shall have absolute discretion to determine the response to any such claim and to take action in connection therewith, including directing any action, suit or proceeding on behalf of such Underwriter. 13.3 (3) Each Underwriter undertakes to indemnify and hold harmless each of the other Underwriters and each person controlling or being affiliated with or any person duly acting on behalf of an Underwriter against any losses, liabilities, damages, claims, actions or demands (including fees and disbursements of counsel) which any of them may incur or which may be made against any of them (i) arising from any breach of any provisions of this Agreement or the Underwriting Agreement by such Underwriter (including any affiliated selling group member and/or sub-contractor), or (ii) arising out of or in relation to any failure by that Underwriter (including any affiliated selling group member and/or sub-contractor) to observe any restriction of this Agreement or the Underwriting Agreement, respectively. 13.4 (4) Each Underwriter agrees to pay, upon the request of the Joint Bookrunners, as contribution, its proportionate share, based upon the respective Commitment of the UnderwritersUnderwriter, of any losses, claims, damages or liabilities, joint or several, under the German Stock Exchange Act (Börsengesetz), the German Securities Sales Prospectus Act (Verkaufsprospektgesetz), the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Civil Code (Bürgerliches Gesetzbuch), the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, as amended, or any other applicable laws in any jurisdiction or otherwise, paid or incurred by any Underwriter (including the Joint Bookrunners, individually or as representative of the Underwriters) to any person other than an Underwriter (including amounts paid by an Underwriter as contribution), arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final version of the Offer Documents, any amendment or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and (ii) any act or omission to act or any alleged act or omission to act by any of the Joint Bookrunners, individually or as representatives of the Underwriters, or by the Underwriters, as a group but not individually, in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale and delivery of the New Shares; and each Underwriter will pay such proportionate share of any legal or other expenses reasonably incurred by one of the Joint Bookrunners or with its consent, in connection with investigating or defending any such loss, claim, damage or liability, or any action in respect thereof.