Settlement of intra-group arrangements and agreements. 9.6.1 Aegon shall procure that all Intercompany Payables and Intercompany Receivables (for the avoidance of doubt, it being understood that any existing Tax Agreement between members of the CIT Fiscal Unity and VAT Fiscal Unity shall be settled in accordance with Sections 9 (CIT Fiscal Unity) and 11 Aegon Annual Report on Form 20-F 2022 | 515 About Aegon Governance and risk management Financial information Non-financial information
Settlement of intra-group arrangements and agreements. 4.4.1 The Seller shall procure that all Intercompany Payables and Intercompany Receivables shall be fully and finally settled at Closing, in each case without any additional costs, expenses, damage or liability in respect of Tax for the Company. The Seller shall procure that repayments to be made pursuant to this Clause 4.4.1 will be aggregated by intra group transfers or otherwise by the relevant members of the Seller Group on the one hand and by the Company on the other hand by way of set off as far as possible. The Seller shall indemnify and hold harmless the Purchaser against all amounts of Intercompany Receivables which have not been fully and finally settled at Closing.
4.4.2 The Seller shall procure at Closing the release of the Company from any guarantee, indemnity, letter of comfort or Encumbrance or other similar liability given or incurred by it for the benefit of any member of the Seller Group or any Related Person of any member of the Seller Group, whether actual or contingent, in each case without any additional costs, expenses, damage or liability in respect of Tax for the Company. The Seller shall indemnify and hold harmless the Purchaser against all amounts paid by the Company after Closing pursuant to any such guarantees, indemnity, letter of comfort or Encumbrances or other liabilities.
4.4.3 The Seller shall procure that, except as expressly set out in this Agreement or otherwise to be agreed by the Parties, all existing agreements and arrangements between one or more members of the Seller Group or any Related Person of any member of any Seller Group (excluding the Company) on the one hand and the Company on the other hand shall be terminated prior to or at Closing, in each case without any additional costs, expenses, damage or liability in respect of Tax for the Company. The Seller shall indemnify and hold harmless the Purchaser and, as an irrevocable third party stipulation the Company against any amounts to be paid under existing agreements and arrangements between one or more member of any Seller Group or their respective Related Persons on the one hand and the Company on the other hand which would not have been due if the respective agreements or arrangements would have been terminated prior to or at Closing.
4.4.4 The Seller, and on behalf of each member of the Seller Group, hereby:
a. confirms that it has no recourse claim (regresvordering) against the Company; and
b. to the extent any recourse claim referred to in Clause 4.4.4(a...
