Common use of Obligation to Pay Clause in Contracts

Obligation to Pay. (a) In this clause 15.9, a party liable to indemnify the other is called the “Responsible Party” and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an Incident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the Incident (ii) brief details of the loss or damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. (a) In this clause 15.9, a party liable to indemnify the other is called the “Responsible Party” and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an Incident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the Incident (ii) brief details of the loss or damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clausethis (i) the parties have in place an established protocol for the assessment and settlement of claims for their own property damage arising our of Incidents; and (ii) any claim or claims arising out of an Incident are settled, by agreement, or any claims that are being dealt with pursuant to the terms of such protocol.

Obligation to Pay. Each Performance Share represents the right to receive one Share to the extent it is earned. Unless and until the Performance Shares are earned in the manner set forth in Section 1 and the Performance Share Award Program, Participant will have no right to payment of such Performance Shares. Prior to actual payment of any earned Performance Shares, such Performance Shares will represent an unsecured obligation. Payment of any earned Performance Shares shall be made in whole Shares only. Notwithstanding the foregoing provisions of this Section 2, in the event the Company (aor the Subsidiary employing Participant) terminates Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Performance Shares that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program. In this clause 15.9addition, in the event Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Performance Shares that would have otherwise been earned under the Performance Share Award Program had Participant remained an Employee through the end of the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program. In addition, in the event of a Change in Control that occurs during the Performance Period while Participant is an Employee, a party liable number of Performance Shares will be earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to indemnify the other is called foregoing acceleration provisions and any such provisions set forth in the “Responsible Party” and a party who is entitled Plan, in the event Participant ceases to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an Incident, give written notice Employee for any or no reason before Participant earns the Performance Shares pursuant to the Responsible Party of any claim to indemnity including: (i) the date of the Incident (ii) brief details of the loss or damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph (d) abovethis Award, the Responsible Party Performance Share Award and Participant’s right to acquire any Shares hereunder will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12immediately terminate. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. (a) In this clause 15.9sub-clause, a party liable to indemnify the other is called the “"Responsible Party” " and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party willshall, as soon as practicable after an Incidentincident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the Incidentincident; (ii) brief details of the loss or damage suffered or which might be suffered; and; (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party willshall (i) reimburse the Indemnified Party indemnified party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; , and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 fourteen days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph sub-clause (d) above, the Responsible Party will shall also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will shall be determined in the same manner as the interest rate is determined under clause 15.124.9 hereof. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will shall not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has shall have given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 15.8 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. Without restricting the rights of the Purchaser or its ability to claim damages on any basis, the Sellers covenant with the Purchaser that the Sellers will, at the direction of the Purchaser, pay to the Purchaser or its Affiliates or to such Sensor-Nite Group Company as may be specified by the Purchaser (so far as possible, by way of repayment of the consideration payable under this Agreement) an amount equal to the aggregate of: (a) In this clause 15.9in the event that any of the Warranties is breached or is untrue or misleading, a party liable the amount by which the fair value of an asset (including one warranted to indemnify exist but not in fact existing) or contract of any Sensor-Nite Group Company is or becomes less than its fair value would have been if the other is called the “Responsible Party” and a party who is entitled to be indemnified is called an "Indemnified Party".Warranties had not been breached or had not been untrue or misleading; (b) An Indemnified Party willin the event that any of the Warranties is breached or is untrue or misleading, as soon as practicable after an Incidentthe amount of any Liability, give written notice or increase in any Liability, incurred by any Sensor-Nite Group Company, the Purchaser or its Affiliates or to which any Sensor-Nite Group Company, the Purchaser or its Affiliates is or becomes subject which would not have been incurred or to which such Sensor-Nite Group Company, the Purchaser or its Affiliates would not have become subject, or which would not have increased, if the Warranties had not been breached or had not been untrue or misleading; (c) the amount of all Liabilities (other than the Financing Agreements Amount) arising in connection with any Indebtedness of the Sensor-Nite Group Companies outstanding immediately prior to Completion that is not discharged or otherwise extinguished on or prior to Completion by the Sellers; (d) the amount of all Liabilities arising under any benefit plan, program or arrangement that affects or covers any current or former employee, officer, director contractor or agent of any of the Sensor-Nite Group Companies but is not a Company Plan; (e) the amount of all Liabilities arising in connection with or relating to the Responsible Party of any claim to indemnity including:matters listed in Schedule 7 (Specified Liabilities); (if) the amount of all Liabilities arising in connection with the Pension Underfunding; (g) the amount of all Liabilities arising from claims asserted against SNI by creditors of EEA (to the extent such Liabilities are not recovered from EEA) based on the provisions of Art. 263p, par. 1 of the Bulgarian Commercial Act or on any other statutory provision providing for joint liability of parties for obligations which have arisen prior to the date of the Incident (ii) brief details of Spin-Off but which have not been allocated to SNI under the loss or damage suffered or which might be sufferedSpin-Off Agreement; and (iiih) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs an amount equal to any and all Losses incurred directly or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred indirectly by the Indemnified Party Purchaser or its Affiliates, any Sensor-Nite Group Company or any of their respective directors, officers and employees as a result of or in repairing connection with any Liability or reinstating plant, equipment or other assets; and increased Liability (iias the case may be) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested referred to in writing by the Indemnified Party Clauses 7.6(a) to do so. (e) Where a Responsible Party has not complied with paragraph (d7.6(g) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. Each Performance Share represents the right to receive one Share to the extent it is earned. Unless and until the Performance Shares are earned in the manner set forth in Section 1 and the Performance Share Award Program, Participant will have no right to payment of such Performance Shares. Prior to actual payment of any earned Performance Shares, such Performance Shares will represent an unsecured obligation. Payment of any earned Performance Shares shall be made in whole Shares only. Notwithstanding the foregoing provisions of this Section 2, in the event the Company (aor the Subsidiary employing Participant) terminates Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Performance Shares that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program. In this clause 15.9addition, in the event Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Performance Shares that would have otherwise been earned under the Performance Share Award Program had Participant remained an Employee through the end of the Performance Period, which will be settled at the time they would have otherwise been paid pursuant to the Performance Share Award Program. In addition, in the event of a Change in Control that occurs during the Performance Period while Participant is an Employee, a party liable number of Performance Shares will be earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to indemnify the other is called foregoing acceleration provisions and any such provisions set forth in the “Responsible Party” and a party who is entitled Plan, in the event Participant ceases to be indemnified an Employee for any or no reason before Participant earns the Performance Shares pursuant to this Award, the Performance Share Award and Participant’s right to acquire any Shares hereunder will immediately terminate. For purposes of this Section 2, “Cause” is called an "Indemnified Party". (b) An Indemnified Party will, defined as soon as practicable after an Incident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date an act of the Incident dishonesty made by Participant in connection with Participant’s responsibilities as an Employee, (ii) brief details Participant’s conviction of, or plea of the loss or damage suffered or which might be suffered; and nolo contendere to, a felony, (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurredParticipant’s gross misconduct, or payment (iv) Participant’s continued substantial violations of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where his employment duties after Participant has received a Responsible Party has not complied with paragraph (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party demand for performance from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12Company. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. (a) In this clause 15.9, a party liable to indemnify the other is called the “"Responsible Party” " and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an Incidentincident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the Incidentincident (ii) brief details of the loss or damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.125.8 of the Access Holder Agreement. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. (a) In this clause 15.9sub-clause, a party liable to indemnify the other is called the “"Responsible Party” " and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an Incidentincident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the Incidentincident; (ii) brief details of the loss Loss or damage Damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss Loss and damageDamage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party indemnified party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; , and (ii) pay any other loss Loss or damage Damage which is the subject of the indemnity, within 14 fourteen days (14) of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph sub-clause (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.12. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clause

Obligation to Pay. (a) In this clause 15.9, a party liable to indemnify the other is called the "“Responsible Party"” and a party who is entitled to be indemnified is called an "Indemnified Party". (b) An Indemnified Party will, as soon as practicable after an IncidentincidentIncident, give written notice to the Responsible Party of any claim to indemnity including: (i) the date of the IncidentincidentIncident (ii) brief details of the loss or damage suffered or which might be suffered; and (iii) a brief description of the grounds upon which indemnity is claimed. (c) An Indemnified Party may deliver notices requesting reimbursement of costs or expenses incurred, or payment of other loss and damage, on an ongoing basis, as and when such costs and expenses are incurred or such other loss and damage is identified and quantified. (d) The Responsible Party will (i) reimburse the Indemnified Party all costs or expenses incurred by the Indemnified Party in repairing or reinstating plant, equipment or other assets; and (ii) pay any other loss or damage which is the subject of the indemnity, within 14 days of being requested in writing by the Indemnified Party to do so. (e) Where a Responsible Party has not complied with paragraph (d) above, the Responsible Party will also be liable to pay interest to the Indemnified Party from the time that such monies should have been paid as requested, until that amount or any outstanding balance is paid in full. The interest rate will be determined in the same manner as the interest rate is determined under clause 15.125.8 of the Access Holder Agreement.15.12. (f) The making of any progress or part payment by a Responsible Party to the Indemnified Party will not relieve the Responsible Party of its obligation to indemnify the Indemnified Party for all loss or damage arising out of the same Incident incidentIncident to the full extent to which it is liable to do so under this clause 15, unless the Indemnified Party has given the Responsible Party a release in writing to that effect. (g) The making of any payment by a party under this clause 15.9 may be made without prejudice to any rights of that party to contest its liability to indemnify. (h) The liability of a party to this Agreement to make payment in accordance with this clauseclause 15.9 (i) the parties have in place an established protocol for the assessment and settlement of claims for their own property damage arising our of Incidents; and (ii) any claim or claims arising out of an Incident are settled, by agreement, or any claims that are being dealt with pursuant to the terms of such protocol.