Common use of Specific Indemnities Clause in Contracts

Specific Indemnities. 11.5.1 Subject to the limitations set out in Clause 12, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”): (i) any full or partial repayment that would be imposed on the Target Company in connection with the amount of EUR [***] that the Target Company has received as a part of the grant of EUR [***] that was awarded by the [***] in connection with the facility [***]; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. (ii) any full or partial repayment that would be imposed on the Target Company in connection with the grant that was awarded to the Target Company for [***] by [***]; and (iii) any of the following Tax liabilities relating to the period before the Closing Date for which the Target Company is liable: (i) any Tax liability for which the Target Company is liable as a result of any event occurring before or on the Closing Date or in respect of any profits earned or revenues realized before or on the Closing Date; (ii) any Tax liability of any person for which the Target Company was jointly and severally liable or secondary liable before the Closing Date, (iii) any Tax Liability for which the Target Company is liable as a result of “transfer pricing” before or on the Closing Date, (iv) any Tax liability for which any person other than the Target Company is liable, in particular the liabilities mentioned in (i), (ii) and (iii), as a result of any event occurring before the Closing Date, that on the basis of article 24 of the Dutch Collection Tax Act (Invorderingswet 1990) is offset against a receivable in respect of Tax of the Target Company by a Tax authority, and (v) any costs or expenses reasonably incurred by the Purchaser in connection with any action taken in defending against or settling any Tax liability as referred to in (i), (ii), (iii) and (iv) above. 11.5.2 In case any amount could be claimed under both a Representation and an Indemnity, the Indemnity shall prevail, but the Seller will in such case only be liable for the Indemnity. 11.5.3 No matter disclosed against any of the Representations or any other knowledge (actual or constructive) on the part of the Purchaser and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser pursuant to an Indemnity or affect or reduce any liability of the Seller pursuant to an Indemnity.

Specific Indemnities. 11.5.1 Subject The Borrower shall, in addition to any indemnities provided for in the limitations set out in Clause 12Common Terms Agreement, except for Clauses 12.2 and 12.3within five (5) Business Days of demand, and without prejudice to Clause 12.11.2indemnify JBIC against any cost, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”): (i) any full loss or partial repayment that would be imposed on the Target Company in connection with the amount of EUR [***] that the Target Company has received as a part of the grant of EUR [***] that was awarded liability incurred by the [***] in connection with the facility [***]; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. (ii) any full or partial repayment that would be imposed on the Target Company in connection with the grant that was awarded to the Target Company for [***] by [***]; and (iii) any of the following Tax liabilities relating to the period before the Closing Date for which the Target Company is liable: (i) any Tax liability for which the Target Company is liable JBIC as a result of: (a) the occurrence of any event occurring before or on the Closing Date or in respect of any profits earned or revenues realized before or on the Closing Date; Default (iiincluding investigations into such event); (b) any Tax liability of any person for which the Target Company was jointly and severally liable or secondary liable before the Closing Date, (iii) any Tax Liability for which the Target Company is liable as a result of “transfer pricing” before or on the Closing Date, (iv) any Tax liability for which any person other than the Target Company is liable, in particular the liabilities mentioned in (i), (ii) and (iii), as a result of any event occurring before the Closing Date, that on the basis of article 24 of the Dutch Collection Tax Act (Invorderingswet 1990) is offset against a receivable in respect of Tax of the Target Company by a Tax authority, and (v) any costs or expenses reasonably incurred by the Purchaser in connection with any action taken in defending against or settling any Tax liability as referred to in (i), (ii), (iii) and (iv) above. 11.5.2 In case any amount could be claimed under both a Representation and an Indemnity, the Indemnity shall prevail, but the Seller will in such case only be liable for the Indemnity. 11.5.3 No matter disclosed against any of the Representations or any other knowledge (actual or constructive) on the part of the Purchaser and no investigation information provided by or on behalf of an Equity Party relating to the Purchaser shall prejudice any claim made Project or the transactions contemplated by the Purchaser pursuant Transaction Documents being misleading, incomplete and/or deceptive in any material respect; (c) a failure by the Borrower to an Indemnity (i) pay any amount due under a Senior Finance Document on its due date or affect in the relevant currency, including, without limitation, any cost, loss or reduce any liability arising as a result of Clause 8.1 (Pro Rata Sharing) of the Seller pursuant Intercreditor Deed, or (ii) make any prepayment in accordance with any notice of prepayment delivered to an Indemnitythe Intercreditor Agent, the JBIC Facility Agent or any Senior Lender; (d) funding, or making arrangements to fund, its participation in the Principal Amounts requested by the Borrower in a Drawdown Notice but not made, whether as a result of the failure to satisfy any applicable conditions or otherwise, other than by reason of gross negligence or wilful misconduct by JBIC alone (and for the avoidance of doubt such cost, loss or liability shall include without limitation any cost, loss or liability incurred by reason of the liquidation or reemployment of deposits of other funds acquired by JBIC to fund or maintain such Advance); (e) any prepayment (other than on a Repayment Date in accordance with Clause 5.2 (Voluntary Prepayment) of the Common Terms Agreement), acceleration, termination, reduction or cancellation (other than as a result of the Borrower's failure to issue a Drawdown Notice with respect to any portion of the JBIC Facility by the expiry of the Availability Period) of all or any portion of the JBIC Facility; or (f) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorized.

Specific Indemnities. 11.5.1 Subject to the limitations set out in Clause 12, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”): (i) any full or partial repayment that would be imposed on the Target Company in connection with the amount of EUR [***] that the Target Company has received as a part of the grant of EUR [***] that was awarded by the [***] in connection with the facility [***]facility; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. (ii) any full or partial repayment that would be imposed on the Target Company in connection with the grant that was awarded to the Target Company for [***] by [***]; and (iii) any of the following Tax liabilities relating to the period before the Closing Date for which the Target Company is liable: (i) any Tax liability for which the Target Company is liable as a result of any event occurring before or on the Closing Date or in respect of any profits earned or revenues realized before or on the Closing Date; (ii) any Tax liability of any person for which the Target Company was jointly and severally liable or secondary liable before the Closing Date, (iii) any Tax Liability for which the Target Company is liable as a result of “transfer pricing” before or on the Closing Date, (iv) any Tax liability for which any person other than the Target Company is liable, in particular the liabilities mentioned in (i), (ii) and (iii), as a result of any event occurring before the Closing Date, that on the basis of article 24 of the Dutch Collection Tax Act (Invorderingswet 1990) is offset against a receivable in respect of Tax of the Target Company by a Tax authority, and (v) any costs or expenses reasonably incurred by the Purchaser in connection with any action taken in defending against or settling any Tax liability as referred to in (i), (ii), (iii) and (iv) above. 11.5.2 In case any amount could be claimed under both a Representation and an Indemnity, the Indemnity shall prevail, but the Seller will in such case only be liable for the Indemnity. 11.5.3 No matter disclosed against any of the Representations or any other knowledge (actual or constructive) on the part of the Purchaser and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser pursuant to an Indemnity or affect or reduce any liability of the Seller pursuant to an Indemnity.

Specific Indemnities. 11.5.1 Subject to (a) The Seller shall indemnify the limitations set out in Clause 12Buyer Indemnified Parties for, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser Buyer Indemnified Parties harmless from and against, irrespective of any fault from the Seller, on demand and on a euro CHF for euro basis for the following (the “Indemnities”):CHF basis, all Buyer Incurred Damages arising out of: (i) any full breach or partial repayment that would be imposed on non-compliance, or alleged breach or non-compliance asserted by a Governmental Authority, of any anti-corruption and anti-bribery Laws (including the Target Company US Foreign Corrupt Practices Act and the UK Bribery Act), including in connection relation with the amount of EUR [***] that the Target Company has received as a part of the grant of EUR [***] that was awarded by the [***] in connection with the facility [***]; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.Bribery Case; (ii) any full or partial repayment that would be Taxes imposed on the Target Company (excluding the Pre-Closing Dividend WHT, but including any withholding tax due on the FY17 Dividend) which relate to (A) any period ending on or before the Closing or (B) the portion of any Straddle Period occurring on or before the Closing, in connection with both cases excluding ordinary Swiss income tax, ordinary Swiss capital tax and ordinary Swiss value added tax if they relate to (A) any period after the grant that was awarded to Locked Box Date or (b) the Target Company for [***] by [***]; andportion of any Straddle Period occurring after the Locked Box Date; (iii) any matter resulting from the capacitor explosion that occurred on September 22, 2018 at the Roseland electrical substation in Newark, New Jersey, USA and any matter in connection with the underlying cause of the following Tax liabilities relating to the period before the Closing Date for which the Target Company is liable: (i) any Tax liability for which the Target Company is liable as a result of any event occurring before or on the Closing Date or in respect of any profits earned or revenues realized before or on the Closing Date; (ii) any Tax liability of any person for which the Target Company was jointly and severally liable or secondary liable before the Closing Date, (iii) any Tax Liability for which the Target Company is liable as a result of “transfer pricing” before or on the Closing Date, said explosion; (iv) any Tax liability for which any person other than claim by Employees in connection with the Target Company is liable, in particular the liabilities mentioned in (i), (ii) and (iii), as a result of any event occurring before the Closing Date, that on the basis of article 24 of the Dutch Collection Tax Act (Invorderingswet 1990) is offset against a receivable in respect of Tax of the Target Company by a Tax authority, and LTI; (v) any costs or expenses reasonably incurred claim by the Purchaser in connection with any action taken in defending against or settling any Tax liability as referred to in (i), (ii), (iii) current and (iv) above. 11.5.2 In case any amount could be claimed under both a Representation and an Indemnity, the Indemnity shall prevail, but former Employees providing services for the Seller will in such case only be liable for and its Affiliates not related to the Indemnity.Business relating to termination notices given prior to the Signing; 11.5.3 No matter disclosed against any of the Representations or any other knowledge (actual or constructivevi) on the part of the Purchaser and no investigation by or on behalf of the Purchaser shall prejudice any claim made by Xxxxxx Xxxxx in connection with the Purchaser pursuant to an Indemnity or affect or reduce termination of his employment agreement in excess of the amount of CHF 140,000, except if such claim is based on the breach of the GL Settlement Agreement by the Company after the Closing; and (vii) any liability claim by a Third Party regarding legal and/or beneficial ownership of the Shares. (b) The indemnification obligation of the Seller pursuant under this Article 5.7 shall survive until the later of (i) the tenth anniversary of the Closing Date and (ii) 90 days after the expiration of the statute of limitations applying to an Indemnitythe underlying claims. It is understood and agreed that in the case of a notice served by the Buyer on the Seller during said time period the resolution of the claims may occur after such date without the claim becoming forfeited (prescrit/verwirkt), provided however that such claim shall be forfeited (prescrit/verwirkt) in case the Buyer or the Company does not commence proceedings against the Seller with respect to such claim in accordance with Article 11.2 within 12 month from the end of the relevant time period.