Common use of Specific Indemnities Clause in Contracts

Specific Indemnities. (a) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing Date, the Vendor’s Group shall, on a joint and several basis, indemnify and hold the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect of the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, to the extent that (i) the particular facts underlying a claim with respect to such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4. (b) In the event of any third party claim that, if successful, would constitute Indemnified Matters, the Purchaser shall, to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent shall not be unreasonably withheld, conditioned, or delayed. (c) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is in respect of Claims relating to the matters set forth on Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”).

Specific Indemnities. (aA) Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, and notwithstanding any qualification to any Warranty or the disclosure of any facts or circumstances included in the Disclosed Information (including the Disclosure Schedules) or in Schedule (H), the Sellers undertake, severally but not jointly (conjointement mais non solidairement) and in accordance with their respective Pro Rata Portions to indemnify and hold harmless the Purchaser or, at the Purchaser's election, the relevant Group Company from any and all Losses, which may be suffered or incurred by the Purchaser or any Group Company and which arise out of or result from any Losses incurred by any Purchaser Indemnities in respect of: (1) any Transaction Expenses; (2) any Taxes arising from or attributable to the exercise of the Exercised BSPCE or the waiver or cancellation of the Cashed-out Options. (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in clause 6.2(K); (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in clause 8.7; (c) all Taxes of the Group Companies for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract (other than a contract entered into in the ordinary course of business), relating to an event or transaction occurring before the Closing Date. Notwithstanding the foregoing indemnification obligations or anything to the contrary set forth in this Agreement, by virtue in no case will the Sellers have an obligation to indemnify any Person for (i) any Tax imposed on any Person, or any other Loss, attributable to the making, or the failure to make, a Section 338 election for any Person, including the Company Group; (ii) the value, use, or availability of approval any net operating loss, capital loss, Tax credit (except as set forth in clause 9.5 (A)(5) below), tax basis or other attribute of the Company or any of its Subsidiaries; (iii) any Tax on any of the Purchaser or its Affiliates that are attributable to a period (or partial period) after the Closing, including but not limited to under Sections 951, 951A or 956 of the Code; (iv) any Taxes for which the Purchaser is obligated to indemnify the Sellers under this Agreement; (v) Transfer Taxes or stamp taxes borne by the Purchaser under clause 14.2 hereof; and (vi) taxes that are included in Transaction Expenses, Debt or by accepting Working Capital and which are taken into account in determining the purchase price hereunder. (4) any consideration payable hereunder, and without any further action of the Vendorfacts and circumstances disclosed in the following sections of the Disclosure Schedules: 6.2(B)(3) and 6.2(I)(10). (5) any Loss attributable to the disallowance or unavailability of the French Tax Credits (including, from and after for the Closing Dateavoidance of doubt, the Vendor’s Group shall, on a joint and several basis, indemnify and hold return to the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each applicable French authorities of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is amounts previously received in respect of such French Tax Credits, together with any interest, penalties or other charges thereon); provided, however, that the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, to the extent that (iamounts payable under this clause 9.5(5) the particular facts underlying a claim with respect to such matter would constitute a covered loss under Loss shall not exceed €417,000 euros in the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4aggregate. (bB) In the event of any third party claim that, if successful, would constitute Indemnified Matters, the Purchaser shall, to the extent commercially The limitations set forth in clauses 9.4(A) and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent (B) shall not be unreasonably withheldapply to claims under this clause 9.5, conditioned, or delayed. (c) Notwithstanding anything to provided that the contrary contained in this Agreement, by virtue aggregate liability of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is Seller in respect of Claims relating under this Agreement shall not exceed the aggregate proceeds actually received by such Seller pursuant to this Agreement and the matters set forth on Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”)other Transaction Documents.

Specific Indemnities. In addition to the provisions of section 9.1 hereof, the Vendors hereby agree to the following specific indemnities in favour of the Purchaser: (a) Notwithstanding anything Subject to the contrary contained in this Agreement, by virtue of approval following provisions of this Agreementsection 9.5, the Vendors agree to indemnify and save the Purchaser harmless from and against: (i) all reasonable costs incurred in connection with, or by accepting awards made pursuant to the Arbitration Agreement; and (ii) the cost, if any, of any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing Date, the Vendor’s Group shall, on inventory which is or becomes obsolete as a joint and several basis, indemnify and hold the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect result of the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, described in Schedule V hereto to the extent that (i) the particular facts underlying a claim with respect to any such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has costs are not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim reasonably recoverable in cash or in kind from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4Toll Packaging Group. (b) In the event that an award is made by an arbitrator pursuant to the Arbitration Agreement, or in the event that a settlement is reached between the parties with respect to the matters to which the Arbitration Agreement pertains, and such award or settlement is not paid and satisfied in full by the date on which the first half of any third party claim that, if successful, would constitute Indemnified Mattersthe Fourth Payment becomes due and payable to the Vendors in accordance with the provisions of section 2.3(c) hereof, the Purchaser shall, shall be entitled to holdback from such payment an amount equal to the extent commercially total amount payable to Xxxxxx Xxxxx and/or Xxxxxx Xxxxx Holdings Ltd. pursuant to such award or settlement (but excluding any amounts which are identified by an arbitrator as damages for wrongful dismissal or which are agreed by the parties as being reasonably allocable to damages for wrongful dismissal in a settlement) (the “Holdback Amount”), and legally practicablethe Purchaser shall deposit the Holdback Amount in an interest bearing escrow account until such time as the subject award or settlement, not settle any as the case may be, has been paid and satisfied in full. Upon delivery to the Purchaser of reasonably satisfactory evidence that the matter to which the Arbitration Agreement relates has been settled or determined, the Purchaser shall forthwith release from escrow and pay to the Vendors such third party claim without the prior written consent of the VendorHoldback Amount, which consent shall not be unreasonably withheld, conditioned, or delayedtogether with accrued interest thereon. (c) Notwithstanding anything The Purchaser shall not negotiate, settle, compromise or pay any amount in connection with the matters to which this section 9.5 relates, except with the prior consent of the Vendors. (d) In any legal, administrative or other proceedings in connection with any of the matters to which this section 9.5 relates which the Arbitration Agreement pertains, the following procedures will apply: (i) the Vendors will have the right to assume carriage of the compromise or settlement of the matter and the conduct of any related legal, administrative or other proceedings; and (ii) the Vendors will co-operate with the Purchaser in relation to the contrary matter, will keep it advised with respect thereto. (e) The specific indemnities contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of section 9.5 shall constitute the Purchaser, from and after Closing Date, ’s exclusive remedies against the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is Vendors in respect of Claims relating to the matters set forth on Section 5.2 of to which the Disclosure Letter (each, an “Employee-Related Dispute”)Arbitration Agreement relates and the matters described in Schedule V attached hereto.

Specific Indemnities. From and after the Closing, the Securityholders shall, severally and not jointly in accordance with their respective Pro Rata Portions, indemnify and hold harmless Parent, each of its Affiliates (aincluding, after the Effective Time, the Surviving Corporation and its Subsidiaries) and each of their respective former, current or future general or **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** limited partners, stockholders, members, managers, directors, officers, Employees, agents, affiliates or assignees (each, a "Parent Indemnified Party") from and against any and all Taxes, liabilities, Iosses, damages, payments, deficiencies,awards, assessments, judgments,fees, fines, penalties, interest, costs and expenses (including the reasonable fees and disbursements of outside counsel and all other reasonable amounts paid in investigation, defense or settlement of the foregoing) (collectively, "Losses"), which any of the Parent Indemnified Parties shall incur, sustain or suffer as a result of, arising out of, in connection with or relating to: In furtherance of the foregoing, in addition to recourse for payment directly from any Securityholder, Parent may, in its sole discretion, elect to offset all or any portion of any such indemnifiable Loss due and payable by such Securityholder from and against amounts otherwise payable pursuant to this Agreement by Parent or Merger Sub to or on behalf of such Securityholder (including pursuant to Sections 1.9(f) (Post-Closing Payments) and 4.13(i) (Transaction Tax Deductions)). Notwithstanding anything to the contrary contained herein, in no event shall the rights of the Parent Indemnified Parties pursuant to this Agreement, Section 7.2 be affected by virtue any investigation,inquiry or examination made for or on behalf of approval of this Agreementany Parent Indemnified Party, or by accepting the knowledge of any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing Date, the Vendor’s Group shall, on a joint and several basis, indemnify and hold the Purchaser, its affiliated parties, Parent Indenmified Party's officers, directors, equityholders,equity holders, employees, agents and or representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect of the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, to the extent that (i) the particular facts underlying a claim with respect to such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4. (b) In the event acceptance by any Parent Indemnified Party of any third party claim that, if successful, would constitute Indemnified Matters, the Purchaser shall, to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent shall not be unreasonably withheld, conditioned, certificate or delayedopinion hereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is in respect of Claims relating to the matters set forth on Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”).

Specific Indemnities. (a) Notwithstanding anything to 9.1 Without limiting any other rights or remedies the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing DateBuyer may have, the VendorSeller shall indemnify the Buyer or , at the Buyer’s Group shalloption, on the Company -taking into account that the Buyer and the Company shall in no event be indemnified twice for the same Loss as a joint and several basis, indemnify and hold result of a provision allowing the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless Buyer to choose whether the indemnification shall be paid to itself or the Company- against any loss, liability all Losses suffered or damages (including reasonable and documented legal fees) that arise incurred by the Buyer or the Company arising out of or is in connection with any of the following matters: 9.1.1 the cash of the Company at Closing being less than EUR 1,400,000; 9.1.2 the Accounts not providing a true and complete view of the equity of the Company, at the Accounts Date, it being understood that the impact of any Claim or Indemnity Claim (with the exception of any Indemnity Claim pursuant to this Clause 9.1.2) on the equity of the Company at the Accounts Date shall not be considered to result in the Accounts not providing a true and complete view of the equity of the Company, for the purposes of this Clause 9.1.2; 9.1.3 any obligation under the Tax Covenant, as set out in 0. 9.2 Any payment made by the Seller in respect of an Indemnity Claim shall include: 9.2.1 an amount in respect of all reasonable costs and expenses incurred by the matters noted Buyer or the Company (as the case may be) in bringing the relevant Indemnity Claim; and 9.2.2 any amount necessary to ensure that, after the deduction of any Tax due on Exhibit 3 the payment, the Buyer or, the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Tax. 9.3 For the avoidance of doubt, Parties acknowledge that any Indemnity Claim shall not be subject to the limitations set forth in Clause 7, except for: - Clause 7.11 and 7.12; - Clause 7.2, with the understanding that the aggregate liability of the Transaction Packet (collectivelySeller under this Clause 9 shall not exceed 50% of the Purchase Price, the “Indemnified Matters”). For claritywhich amount shall not be reduced as a result of a Claim; - Time limitations as stated in Clause 7.5, solely with respect to the first matter listed on such Exhibit 3, to the extent it being understood that (i) the particular facts underlying a claim with respect to such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group an Indemnity Claim pursuant to the indemnification provisions Tax Covenant shall lapse unless it has been notified by or on behalf of this Section 5.2(a) or pursuant the Buyer to the set-off provisions Seller within 3 months after the expiry, under the applicable legal statute of Section 5.4. (b) In limitation, of the event right of any third party relevant Tax Authority to make or issue a claim that, if successful, would constitute Indemnified Matters, against the Purchaser shall, to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent shall not be unreasonably withheld, conditioned, or delayedCompany. (c) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is in respect of Claims relating to the matters set forth on Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”).

Specific Indemnities. (a) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing Date, the Vendor’s Group The Core Sellers shall, on a joint and several basisjointly but not severally (conjointement mais sans solidarité entre eux), indemnify and hold the PurchaserBuyer harmless (or, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect at the sole option of the matters noted on Exhibit 3 Buyer, any of the Transaction Packet Target Group Companies) for any Loss incurred, borne or suffered by the Buyer and/or any of the Target Group Companies, arising out of, directly or indirectly: (i) the ongoing disputes and litigation listed in Exhibit 8.2(i) attached hereto, only for the amount exceeding the relevant respective reserves (provisions) properly recorded in the Locked-Box Accounts for an aggregate amount of one hundred thirty nine thousand euros (139,000 €), it being understood that (α) the aggregate amount of Indemnity payable by the Core Sellers to the Buyer and/or the Target Group Companies under this Section 7.2(i) shall be uncapped and (ß) should any of the reserves (provisions) properly recorded in the Locked-Box Accounts for an aggregate amount of one hundred thirty nine thousand euros (139,000 €) with respect to the ongoing disputes and litigation listed in Exhibit 8.2(i) attached hereto be properly and irrevocably reversed, the amount of such reversed reserves shall be paid promptly by the Buyer to the Sellers, by wire transfer to the Paying Agent’s Account; and (ii) the Prior Restructuring, it being understood that the aggregate amount of Indemnity payable by the Core Sellers to the Buyer and/or the Target Group Companies under this Section 7.2(ii) shall be uncapped. (collectively, the “Indemnified MattersSpecific Indemnities”), For the avoidance of doubt ad except as set forth under this Section 8.2, nothing in this Agreement shall exclude or limit the liability of the Core Sellers under this Article 8. For clarityIn particular, solely with respect to the first matter listed on such Exhibit 3, to liability of the extent that Core Sellers under this Article 8 shall not be (i) the particular facts underlying a claim with respect subject to such matter would constitute a covered loss under the RWI Policy and any limitations set forth in Article 7 and/or (ii) excluded as a result of facts and/or risks disclosed in the coverage limit Schedules to Article 5. In addition, any payment made under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4. (b) In the event of any third party claim that, if successful, would constitute Indemnified Matters, the Purchaser shall, to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent Article 8 shall not be unreasonably withheld, conditioned, or delayed. (c) Notwithstanding anything to deducted from the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is in respect of Claims relating to the matters cap amounts set forth on in Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”)7.4.

Specific Indemnities. 11.1 From Completion, the Seller shall at all times indemnify and hold harmless the Purchaser or, at the Purchaser’s sole discretion, the Company, for all losses, costs, charges, expenses, damage, liabilities, claims, demands, actions and legal proceedings (including attorney and expert fees and expenses) resulting directly or indirectly from or relating to: (a) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action breach of the Vendor, from and after the Closing Date, the Vendor’s Group shall, on a joint and several basis, indemnify and hold the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect of the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, to the extent that (i) the particular facts underlying a claim with respect to such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4.IP Warranties; (b) In a claim from: (i) an employee of the event of any third party claim thatSeller Group, if successfulwho is not a Transferring UK Employee, would constitute Indemnified Matters, the Purchaser shall, who has transferred to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent Company by operation of law due to a transfer of undertaking (overgang van onderneming) provided in sections 7:662 et seq. of the Vendor, which consent shall not be unreasonably withheld, conditioned, DCC; (ii) any employee or delayed.contractor engaged by or working for the Seller Group claiming employment with the Company as a result of the Transaction; or (iii) a Transferring UK Employee who remained employed by the Seller Group after Completion; (c) Notwithstanding anything any liabilities pursuant to misclassification as employment relationships of the independent contractor relationships (overeenkomsten van opdracht) between any Contractor and the Company; (d) any of the Third Party Licenses Cars and Tracks invoking any (termination or other) rights under its respective agreement with the Company pursuant to the contrary contained Transaction; (e) any liabilities resulting from non-compliance with the mandatory requirements of the Data Protection Laws prior to Completion and the period thereafter required for the Company to become compliant; and (f) any breach of any (i) pre-Completion covenants as set forth in this Agreementclause 5, (ii) covenants as set forth in clause 6, and/or (iii) covenant to be performed by virtue the Seller after Completion, (collectively with the Tax Indemnities, “Specific Indemnities”). 11.2 None of approval the Seller’s obligations under the Specific Indemnities shall be limited or qualified in any respect by the provisions of this Agreement, or by accepting any consideration payable hereunder, and without any further action agreement. The liability of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is Seller in respect of Claims relating to the matters set forth on Section 5.2 any of the Disclosure Letter (each, an “Employee-Related Dispute”)Specific Indemnities shall not be limited by any Disclosed Information whatsoever.