Common use of Specific Indemnities Clause in Contracts

Specific Indemnities. 10.1 The Shareholders shall pay to the Purchaser or at its discretion to the Company an amount equal to all losses, claims, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by the Purchaser or the Company arising from any of the following matters: (a) the Purchaser or the Company infringing any third party Intellectual Property in the Products or the Company not being authorised to licence the Products to end-users; (b) any claim howsoever arising which would not have arisen had the Company enjoyed a lawful right to occupy part only of the Property with the written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled to claim or recover monies in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited; (c) any claim howsoever arising resulting from the transfer of those employees of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY"); (d) any claim howsoever arising made by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or the Company in respect of the transfer of the Datawise business from SCM Microsystems Ltd to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY"); (e) xxy stamp duty payable on the consideration passing in respect of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions of the Data Protection Act; (h) the Management Accounts not being true and accurate in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and For the avoidance of doubt no Disclosed matter shall affect the indemnities contained in this clause. 10.2 Each undertaking contained in sub-clause 10.1 shall be construed as a separate and independent undertaking and are considered by the parties to be reasonable in all the circumstances.

Specific Indemnities. 10.1 (a) The Shareholders shall pay to Sellers must indemnify the Purchaser Buyer and each Group Company against the amount of: (i) any Loss suffered or at its discretion to the Company an amount equal to all losses, claims, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by the Purchaser Buyer or a Group Company in connection with or arising from any Claim in connection with the disposal of the Company’s interests in Honey Birdette (Aust.) Pty Ltd and BNT Curvy Pty Ltd; (ii) in relation to “Playboy” branded stock held or ordered by a Group Company as at Completion: (A) the value (as set out in the Completion Statement) of all “Playboy” branded stock required to be destroyed by a Group Company after 29 August 2018 (being the end date of the trade out period under the product licence agreement between Xxxxxxx Xxxxxxxxxxxxx Enterprises International, Inc. and Bras N Things dated 22 June 2015); and (B) the Loss (if any) on the sale of such “Playboy” branded stock sold between Completion and 29 August 2018, being the difference between the cost of such stock and the amount such stock was sold for, provided that following Completion the Buyer procures that the Group Companies will continue to sell off “Playboy” branded stock in the ordinary course of business; (iii) any economic Loss (including fines or penalties) incurred by the Buyer or a Group Company arising from any data breach involving Personal Information occurring before Completion in relation to the business of any Group Company; and (iv) any Loss suffered or incurred by the Buyer or a Group Company in connection with or arising from the transfer or purported or attempted transfer of the following matters: (a) Minority Shares to the Purchaser Buyer, including but not limited to all legal costs, disbursements and expenses incurred or suffered by the Buyer or a Group Company by reason of or related to any legal challenge by the Minority Shareholders, or any of them, to the exercise or purported exercise by the Sellers or the Company infringing Company, or any third party Intellectual Property of them, of rights and entitlements contained in the Products Shareholders’ Agreement, or in the Company event that the Minority Shares are not being authorised able to licence be transferred to the Products to end-users;Buyer. (b) The Sellers are not liable for any claim howsoever arising which would not have arisen had Claim under the Company enjoyed a lawful right indemnity in clause 9(a)(ii) unless and until the aggregate amount finally agreed or determined to occupy part only of the Property with the written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled to claim or recover monies payable in respect of the same fact or facts from SCM Microsystems Limited under both Claims exceeds $100,000, in which event the Building Indemnity and also under Sellers are liable for the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited; (c) any claim howsoever arising resulting from the transfer of those employees of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY"); (d) any claim howsoever arising made by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or the Company in respect of the transfer of the Datawise business from SCM Microsystems Ltd to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment full amount of all intellectual property rights Claims and not just the amount in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY"); (e) xxy stamp duty payable on the consideration passing in respect excess of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions of the Data Protection Act; (h) the Management Accounts not being true and accurate in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and For the avoidance of doubt no Disclosed matter shall affect the indemnities contained in this clause$100,000. 10.2 Each undertaking contained in sub-clause 10.1 shall be construed as a separate and independent undertaking and are considered by the parties to be reasonable in all the circumstances.

Specific Indemnities. 10.1 12.1 The Shareholders shall pay Vendors jointly and severally undertake to indemnify and keep indemnified the Purchaser or at its discretion to the and each Group Company an amount equal to from and against all losses, claims, liabilities, damagesreasonable costs, actions, demands suffered and all accompanying costs claims and expenses reasonably suffered or incurred by the Purchaser or the and/or any Group Company and arising directly from any of the following mattersmatters described in Schedule 8 less any amount relating thereto which is provided for in the Completion Balance Sheet ("Claims"). 12.2 In the event that a Claim is made, the Purchaser shall: (a) as soon as reasonably possible and in any event within 60 days of facts coming to the knowledge of the Purchaser or the relevant Group Company infringing any third party Intellectual Property which might reasonably be regarded as confirming that liability will arise in relation to the relevant Group Company or the Purchaser give written notice thereof to the Vendors together with such details of the subject matter of the Claim as is then in the Products possession of the Purchaser or the relevant Group Company not being authorised and shall thereafter as soon as reasonably possible provide to licence the Products Vendors such further information relating to end-usersthe Claim as from time to time comes to its attention; (b) not make any claim howsoever arising which would not have arisen had admission of liability to, or agreement or compromise with a person or persons in relation to such Claim without the Company enjoyed a lawful right to occupy part only of the Property with the prior written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser Vendors such consent not to be unreasonably withheld or the Company shall not be entitled to claim or recover monies in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited;delayed; and (c) any claim howsoever arising resulting from if the transfer Vendors shall indemnify and secure the Purchaser's Group to its reasonable satisfaction against all Claims, take such action as the Vendors may reasonably request to avoid, dispute, defend, appeal, compromise or settle such Claims. 12.3 For the avoidance of those employees doubt: 12.3.1 save as provided in Clause 12.3.2 below, none of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 provisions of this Agreement which limit the liability of the Vendors ("THE EMPLOYMENT INDEMNITY")other than paragraph 2.6 of Schedule 7) shall operate to limit the liability of the Vendors under the terms of Clause 12.1; (d) 12.3.2 any claim howsoever arising made failure by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or the Company in respect of the transfer of the Datawise business from SCM Microsystems Ltd to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY"); (e) xxy stamp duty payable on the consideration passing in respect of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions of Clause 12.2 shall only release the Data Protection ActVendors from any obligations under Clause 12.1 if and to the extent that such failure has given rise to a liability to make a payment or has increased the amount of any payment under Clause 12.1 which, but for such failure, would otherwise have been avoided or mitigated; and 12.3.3 nothing in this Clause 12 shall oblige the Purchaser or the Company to provide to the Vendors any paper, letter, record note or document which is subject to legal privilege; (h) the Management Accounts not being true and accurate in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and For the avoidance of doubt no Disclosed matter shall affect the indemnities contained in this clause. 10.2 Each undertaking contained in sub-clause 10.1 12.4 Any sum due to be paid under Clause 12 shall be construed as paid within 7 (seven) days of settlement of a separate claim or its final determination by a court of competent jurisdiction and independent undertaking and are considered by failing payment within such period the parties to be reasonable in all sum outstanding shall bear interest at the circumstancesrate which represents 4 (four) per cent above the Base Rate of Lloyds Bank plc from the date of such settlement or final determination.

Specific Indemnities. 10.1 12.1 The Shareholders Vendor shall pay to indemnify and hold harmless the Purchaser or or, at its discretion to the Company an amount equal to all lossesPurchaser’s election, claimsthe Group Companies, liabilities, damages, actions, demands for any Losses suffered and all accompanying costs and expenses reasonably incurred by the Purchaser or the Company arising from any of the following mattersthem as a result of: (a) the Purchaser or the Company infringing any third party Intellectual Property preference shares in the Products or capital of the Company Company, redeemed at 8 December 1998, not being authorised fully paid up at the time of their issuance to licence the Products to end-userstheir holders; (b) any claim howsoever arising and all amounts becoming due and payable by the respective bank under the bank guarantees listed in Schedule 12.1. The Purchaser shall ensure that any notification or communication received from the respective bank or any matter, circumstance or fact of which would not have arisen had the Purchaser or a Group Company enjoyed a lawful right becomes aware relating to occupy part only the status or the revocation of the Property with bank guarantee or the written consent of bank’s obligation to pay under it, shall be forwarded, submitted or communicated in full to the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt Vendor immediately upon receipt thereof by the Purchaser or the Company shall not be entitled to claim management or recover monies in respect treasury department of the same fact or facts from SCM Microsystems Limited under both Desseaux group of companies (currently located at Waalwijk), thus allowing the Building Indemnity and also Vendor to fully exercise its rights under the provisions of an agreement dated on Clause 10. The Purchaser shall use its best efforts to ensure that all the same day as Group Companies are aware of this Agreement obligation and being between that they inform either the CompanyPurchaser or the management or treasury department of the Desseaux group of Companies immediately upon gaining knowledge of any matter, SCM Microsystems Limited circumstances or facts referred to herein. Parties acknowledge and SCM Microsystems agree that the Vendor shall not be liable vis-à-vis the Purchaser or the Group LimitedCompanies under this specific indemnity if it is able to reasonably demonstrate that the Purchaser has not complied with its obligations hereunder to timely inform the Vendor; (c) VAT being due and payable by any claim howsoever arising resulting of the Group Companies incorporated in and trading from the transfer Netherlands on the Ex-Works supplies of those employees of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant goods to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and destination outside the Netherlands for which erroneously a zero rate VAT has been applied by the Group Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY")concerned; (d) any claim howsoever arising made the tax authorities determining that the loan granted by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or Vendor to the Company in respect the amount of the transfer of the Datawise business from SCM Microsystems Ltd € 16,000,000 (sixteen million euros) and converted into capital on 9 December 2005 qualified as equity prior to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY");9 December 2005. (e) xxy stamp duty payable on the consideration passing in respect of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions of the Data Protection Act; (h) the Management Accounts not being true and accurate in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and 12.2 For the avoidance of doubt no Disclosed matter doubt, the Vendor’s obligations under Clause 12.1 shall affect the indemnities contained not be limited or qualified in this clause. 10.2 Each undertaking contained in sub-clause 10.1 shall be construed as a separate and independent undertaking and are considered any respect by the parties to be reasonable provisions of Clause 11.2, the Disclosure Letter, the Due Diligence Information or the Supplementary Disclosure Letter, it being clearly understood that the remaining provisions of Clause 11 and Clauses 10.2, 10.3, 10.4, 10.5 and 10.6 shall apply in all connection with the circumstancesVendor’s obligations under Clause 12.1.

Specific Indemnities. 10.1 The Shareholders shall pay Notwithstanding any other provisions of, or any disclosure under, this agreement, or the knowledge of the Purchaser, the Sellers shall, pro-rata in accordance with their holding of Shares as set out against their names in Schedule A, be liable to the Purchaser indemnified Party for any existing or at its discretion to future Losses of the Company an amount equal to all lossesIndemnified Party arising, claimsdirectly or indirectly, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by the Purchaser from or the Company arising from any of connected with the following matters: (a) 10.1.1 any alleged infringement prior to Closing by the Purchaser Group of the Intellectual Property Rights of third parties arising out of the ’ladderboe’ feature of or the Company infringing ‘look and feel’ of the software which the Group has developed or has had, on its behalf, developed; 10.1.2 any third party Intellectual Property shortfall prior to Closing in the Products or level of service to be provided to the Company not being authorised to licence Group under the Products to end-users; (b) any claim howsoever arising which would not have arisen had the Company enjoyed a lawful right to occupy part only of the Property agreement dated 21 June 2004 with EasyScreen Limited compared with the written consent level of service which the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled Group has contracted to claim or recover monies provide under agreements with customers in relation to On- Line Trader in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group those services to be provided by EasyScreen Limited; (c) 10.1.3 all claims or legal actions against any claim howsoever arising resulting from the transfer of those employees of the Group Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY"); (d) any claim howsoever arising made by any third party or a liquidatorXxxxxxx Xxxxxxxx, receiver or trustee in bankruptcy against the Purchaser or the Company Xxxxxxxxxx, Xxxxxxxx & Co., Xx Xxxxx, Xx Xxxxx, Mr Sallandre, Xx Xxxxxxx, KSN & XXXX, XX Futures, Benetti, Spectrade, Frecon, Maciel, VekaFinance, Oneyrel and FYNT in respect of the transfer of the Datawise business from SCM Microsystems Ltd matters arising prior to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY")Closing; (e) xxy stamp duty payable on 10.1.4 any and all failures by the consideration passing in respect of Group prior to Closing to obtain the transfer necessary Licences or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions conditions of Licences; 10.1.5 any and all failures to submit documentation or information to appropriate governmental authorities (including but not limited to Companies House in the United Kingdom and the Chamber of Commerce (Xxxxx van Koophandel) in the Netherlands) within the time periods prescribed for such submission where such periods expire in the period up to and including the date two months following Closing; 10.1.6 any and all liabilities of Group Companies relating to or arising out of the Data Protection ActVOF Agreements, except in relation to agreed upon payments to the partners in such VOF Agreements specifically approved in writing by the Purchaser; (h) 10.1.7 any and all liabilities of Group Companies relating to entities sold from the Management Accounts Group or put into liquidation, dissolution or other equivalent process in any jurisdiction prior to Closing; BE BRAUW BLACKSTONE WESTBROEK 10.1.8 any and all liabilities of Group Companies arising out of or relating, directly or indirectly, to alleged non-compliance, prior to Closing, by any Group Company or any employee, officer, adviser or agent of the Group, with applicable rules and regulations of any stock exchange or other trading platform, including, but not being true limited to, Eurex; 10.1.9 any and accurate all liabilities of Group Companies arising out of the facts and circumstances described in the letter to Fortis Global Clearing N.V. and copied to the Company dated 9 August 2004 from ING Bank N.V.; and 10.1.10 any and all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); liabilities of Group Companies arising out of or in connection with a facility agreement, and For the avoidance of doubt no Disclosed matter shall affect the indemnities contained in this clauseother agreements, with Elite Derivative Limited. 10.2 Each undertaking contained in sub-clause 10.1 shall be construed as a separate and independent undertaking and are considered by the parties to be reasonable in all the circumstances.

Specific Indemnities. 10.1 The Shareholders shall pay 9.1 Without prejudice to the Purchaser or at its discretion to the Company an amount equal to all losses, claims, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by precluding any other rights or remedies which the Purchaser or the Company arising from any of may have under this Agreement or the following matters: Law, the Seller undertakes to indemnify (aschadeloosstellen) and hold harmless (vrijwaren) the Purchaser or the Company infringing any third party Intellectual Property in the Products or the Company not being authorised to licence the Products to end-users; (b) any claim howsoever arising which would not have arisen had the Company enjoyed a lawful right to occupy part only of the Property with the written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled to claim or recover monies in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited; (c) any claim howsoever arising resulting from the transfer of those employees of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company for, from and without prejudice to the generality against any and all damages, losses, liabilities, suits, proceedings, actions, demands, judgments, fees, costs and external costs and expenses relating thereto (including fees of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY"); (dlegal and other advisors) any claim howsoever arising made suffered, paid or incurred by any third party or a liquidator, receiver imposed upon or trustee in bankruptcy instituted against the Purchaser or the Company in respect connection with or ensuing from the following (the Indemnities): (a) any Taxes due and payable by the Company which have not yet been satisfied by the Company and which are attributable to the period prior to the Completion Date; (b) any Tax Authority claiming non-paid social security premiums, taxes or other costs in connection with the hiring by the Company of temporary employees; (c) the untimely deposit of the transfer annual accounts of the Datawise business from SCM Microsystems Ltd to Company in any book year; (d) claims of (former) employees of the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY")Company; (e) xxy stamp duty payable on the consideration passing (release of) securities granted by Seller and/or the Company in respect relation to external financing of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) any non-compliance with environmental laws by any of the Products Company during the period ending on the Completion Date or the presence of any hazardous materials in the real estate leased by the Company as per the Completion Date; 9.2 The limitations included in Article 7 shall only apply to any above claim in relation to the Indemnities to the extent explicitly provided therein, provided that: (a) the Seller’s maximum liability in relation to any and all Indemnity claims shall not meeting Year 2000 Conformityexceed an amount equal to the Purchase Price; (gb) the Company failing Seller’s’ maximum aggregate liability in relation to comply with the provisions any and all Indemnity claim and claims in relation to a breach of the Data Protection Act;Seller’s Warranties shall not exceed an amount equal to the Purchase Price; and (hc) each of the Management Accounts not being true and accurate Indemnities expires three (3) months after the expiration of the relevant statute of limitations, save for Indemnity claims of which the Seller has been notified in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and For writing by the avoidance of doubt no Disclosed matter shall affect the indemnities contained in this clausePurchaser prior to such expiration date. 10.2 Each undertaking contained in sub-clause 10.1 9.3 Notwithstanding Article 9.2, the Indemnities shall be construed unlimited in time and amount and shall not be subject to any threshold should the Seller has knowledge of the specific events described under Article 9.1 prior to the Completion and deliberately choose not to disclose such events to the Purchaser. The Purchaser (and/or the Company, as a separate the case may be) will be held harmless and independent undertaking and are considered compensated by the parties Seller within fourteen (14) days after the liability or obligation to be reasonable in all pay on the circumstancesbasis of the foregoing has been assessed and the Seller has been given written notice thereof.

Specific Indemnities. 10.1 8.1. The Shareholders Sellers shall pay to indemnify and hold the Purchaser harmless for any direct or at its discretion indirect damage suffered by the Purchaser, as a result of or related to any assessment due to a Tax Authority because of any remuneration paid by the Company an amount equal and/or any of its Subsidiaries to Mr. Ph. Buttaud up to and including the Completion Date, including all losses, claims, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by the Purchaser or in respect thereof (the Company arising from any "INDEMNITY BUTTAUD"), provided that of the following matters: (a) the Purchaser or the Company infringing any third party Intellectual Property in the Products or the Company not being authorised to licence the Products to end-users; (b) any claim howsoever arising which would not have arisen had the Company enjoyed a lawful right to occupy part only amount of the Property with the written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled to claim or recover monies in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited; (c) any claim howsoever arising damages resulting from the transfer Indemnity Buttaud the Sellers and the Purchaser shall each bear 50% of those employees any amount up to USD 300,000 and to the extent the amount of damages exceeds USD 300,000, the Sellers shall, in addition to an amount of USD 150,000, be liable for any amount in excess of USD 300,000. 8.2. If the receivable of the Company whose employment was transferred from SCM Microsystems Limited on Hewlett-Packard in the amount of USD 162,500 has not been collected in whole or in part within a period of 60 days after the Completion Date, the Sellers shall indemnify and hold the Purchaser harmless for the full outstanding amount of the Hewlett-Packard Receivable (the "HEWLETT-PACKARD RECEIVABLE"), as well as all costs and expenses incurred by the Purchaser in respect thereof. If the Sellers pay an amount in discharge of the indemnity under this Clause 8.2, the Purchaser shall correspondingly substitute the Sellers by subrogation in its right or claim with respect to the Company under Hewlett-Packard Receivable. In recovering the Transfer Hewlett-Packard Receivable, the Sellers may take all steps necessary to enforce recovery from Hewlett Packard provided that the Sellers shall act in reasonable consultation with the Purchaser prior to taking any action towards Hewlett Packard and in the manner of Undertakings (Protection of Employment) Regulations 1981, pursuant conducting the recovery the Sellers shall give reasonable consideration to the Purchaser's interest in maintaining a business sale relationship between the Purchaser, the Company and Hewlett Packard. 8.3. Each of Intesys, Heijkers and Steijvers indemnifies (not jointly and severally but each of them only for their respective management agreements) and hold the Purchaser harmless for any direct or indirect damage, including all costs and expenses, suffered or incurred by the Purchaser and/or the Company and/or any Subsidiary, in the event that the current management agreement dated 12 November 1999 between SCM Microsystems Limited the Company and Heijkers and/or the current management agreement between the Company and Steijvers and/or the (former) management agreement between Intesys and the Company is deemed an employment agreement by the Tax Authority. 8.4. The provision of Clauses 9.12, 9.14 up to and without prejudice including 9.17 shall apply accordingly to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY"); (d) any claim howsoever arising made by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or the Company in respect of the transfer of the Datawise business from SCM Microsystems Ltd to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY"); (e) xxy stamp duty payable on the consideration passing in respect of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company; (f) the Products not meeting Year 2000 Conformity; (g) the Company failing to comply with the provisions of the Data Protection Act; (h) the Management Accounts not being true and accurate in all material respects ("THE MANAGEMENT ACCOUNTS INDEMNITY"); and For the avoidance of doubt no Disclosed matter shall affect the indemnities contained specified in this clauseClause 8. 10.2 Each undertaking contained in sub-clause 10.1 shall be construed as a separate and independent undertaking and are considered by the parties to be reasonable in all the circumstances.