Common use of Specific Indemnities Clause in Contracts

Specific Indemnities. 11.1 The Seller (or the relevant Affiliate) shall from Closing indemnify and keep indemnified on demand each member of the Purchaser Group against any and all: (a) Costs and Liabilities suffered or incurred by any of them arising out of or in connection with any of the Excluded Assets or Excluded Liabilities; (b) Environmental Liabilities suffered or incurred by any of them (except for any Assumed Environmental Liabilities) including, without limitation, the Excluded Amersfoort Liabilities; (c) Costs and Liabilities suffered or incurred by any of them arising out of or in connection with any pre-Closing restructuring steps that are taken in advance of any transfer of Shares or Businesses (or any part thereof) to the Purchaser or its Affiliates; and (d) Fines imposed by a Governmental Entity, any damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser Group arising out of or in connection with any infringements of Article 81 or Article 82 of the EC Treaty or Section 2 or Section 18 of the Competition Xxx 0000 or any other anti-trust or similar legislation in any jurisdiction by any Target Company or Business Seller (insofar as it relates to the Acquired Businesses), but only to the extent that such infringements took place prior to Closing. 11.2 Parties agree that the provisions of: (a) clause 8; and (b) paragraphs 4(c), 9, 11-14, 16, 17, 19 and 20 of Schedule 5, shall apply mutatis mutandis to an claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1. 11.3 In addition to the provisions of clause 11.2, parties agree that the provisions of paragraphs 5 and 15 shall apply mutatis mutandis to a claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1(d). 11.4 No clause of this Agreement shall operate to require: (i) the Purchaser to indemnify the Seller or any member of the Seller Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any Relevant Property that has migrated on or after Closing from any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group; or (ii) the Seller to indemnify the Purchaser or any member of the Purchaser Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group that has migrated on or after Closing from any Relevant Property.

Specific Indemnities. 11.1 The Seller 13.1 Each of the Sellers shall, on a euro-for-euro basis, indemnify (vrijwaren) and hold harmless the Purchaser, or at the relevant Affiliate) shall from Closing indemnify and keep indemnified on demand each member direction of the Purchaser, the Affiliates of the Purchaser (which includes the Group against Companies after Completion — the Purchaser and its Affiliates including the Group Companies after Completion herein collectively also referred to as the Purchaser Indemnified Parties) from, and shall compensate the Purchaser and the Purchaser Indemnified Parties for, any damages, losses, costs and allexpenses of whatever nature (including court costs and advisor’s fees) incurred by any of the Purchaser Indemnified Parties as a result of, in connection with or attributable to: (a) Costs any claim regarding the employment or the employment relationship with Employees, directors or officers of the Group Companies relating to the period prior to Completion, to the extent the facts and Liabilities suffered circumstances on which such claim is based occurred prior to the Completion Date, including but not limited to: (i) any and all bonuses, indemnities, fees or incurred any other sum payable to any of the Employees, directors and/or officers of the Group Companies as a result of, arising from and in connection with this Transaction; (ii) claims resulting from the absence of the Declaration of Independent Contractership Status (Verklaring Arbeidsrelatie or VAR-verklaring) in relation to the service agreements (overeenkomsten van opdracht) entered into by the Group Companies prior to Completion; (iii) professional errors made by Employees, directors or officers of the Group Companies; (iv) non-compliance of the Group Companies with the Foreign Nationals (Employment) Act (Wet arbeid vreemdelingen); (v) any claims related to the Dutch Placement of Personnel by Intermediaries Act (Wet allocatie arbeidskrachten door intermediairs); (vi) any claim or penalties from the Tax Authorities and/or an Employee, resulting from the (incorrect) application of the 30% ruling by any of them the Group Companies, including but not limited to claims regarding the decrease of net salary of Employees as a result of the application of the 30% ruling; For the avoidance of any doubt: the aforementioned does not apply to any claims for which a provision or reserve has been included in the Interim Accounts and does not apply to any regular (annual) bonus payments to be made to Employees after Completion, except for the bonus payments to be made in accordance with Clause 8.3(e). Moreover, the aforementioned indemnity does not apply for any full or partial indemnification for any severance payment of any Employee in the event of termination of the employment of such Employee after the Completion Date. (b) non-compliance of the Group Companies and Stichting Paylogic Foundation in the period prior to the Completion Date with the Dutch Act on Financial Supervision (Wet op het financieel toezicht) and/or the German Payment Supervision Law (Gesetz über die Beaufsichtigung von Zahlungsdiensten) and the regulations promulgated thereunder; (c) non-compliance of the Group Companies in the period prior to the Completion Date with the Dutch Act on Dutch Data Protection Act (Wet bescherming persoonsgegevens) and/or the German Federal Data Protection Act (Bundesdatenschutzgesetz); (d) any material invalid or unenforceable provision in the Group Companies general terms and conditions and standard agreements made use of by the Group Companies prior to the Completion Date; (e) any compensation claims raised by contracting parties to agreements of the Group Companies concluded prior to the Completion Date as a result or in connection with the termination of the respective agreements prior to or after the Completion Date, including but not limited to those based on the application (both mutatis mutandis or directly) of section 89b of the German Commercial Code (Handelsgesetzbuch); (f) any claim related to, arising out of from or in connection with the Settlement Agreement; and (g) any claim related to or in connection with any option for VAT taxed lease or sublease of the Excluded Assets or Excluded Liabilities; (b) Environmental Liabilities suffered or incurred by any of them (except for any Assumed Environmental Liabilities) including, without limitation, the Excluded Amersfoort Liabilities; (c) Costs and Liabilities suffered or incurred by any of them arising out of or in connection with any pre-Closing restructuring steps that are taken in advance of any transfer of Shares or Businesses (real estate or any part parts thereof) to the Purchaser or its Affiliates; and (d) Fines imposed by a Governmental Entity, any damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser Group arising out of or in connection with any infringements of Article 81 or Article 82 of the EC Treaty or Section 2 or Section 18 of the Competition Xxx 0000 or any other anti-trust or similar legislation in any jurisdiction by any Target Company or Business Seller (insofar as it relates to the Acquired Businesses), but only to the extent that the facts and circumstances on which such infringements took place claim is based occurred prior to Closingthe Completion Date. 11.2 Parties agree that the provisions of: (a) clause 8; and (b) paragraphs 4(c), 9, 11-14, 16, 17, 19 and 20 of Schedule 5, shall apply mutatis mutandis to an claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1. 11.3 In addition to the provisions of clause 11.2, parties agree that the provisions of paragraphs 5 and 15 shall apply mutatis mutandis to a claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1(d). 11.4 No clause of this Agreement shall operate to require: (i) the Purchaser to indemnify the Seller or any member of the Seller Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any Relevant Property that has migrated on or after Closing from any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group; or (ii) the Seller to indemnify the Purchaser or any member of the Purchaser Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group that has migrated on or after Closing from any Relevant Property.

Specific Indemnities. 11.1 The Subject to Clause 10.1, the Seller shall, on a euro-for-euro basis, indemnify (vrijwaren) and hold harmless the Purchaser, or at the relevant Affiliate) shall from Closing indemnify and keep indemnified on demand each member direction of the Purchaser, the Affiliates of the Purchaser Group against (which includes the Company after Completion - the Purchaser and its Affiliates including the Company after Completion herein collectively also referred to as the Purchaser Indemnified Parties) from, and shall compensate the Purchaser and the Purchaser Indemnified Parties for, any damages, losses, costs and allexpenses of whatever nature (including court costs and advisor’s fees) incurred by any of the Purchaser Indemnified Parties as a result of, in connection with or attributable to: (a) Costs and Liabilities suffered or incurred by any of them arising out of or claim in connection with any or as a result of the Excluded Assets or Excluded LiabilitiesCompany prior to Completion having sold more tickets to the public than allowed pursuant to the Venue Agreements; (b) Environmental Liabilities suffered any and all costs and/or claims (both from a civil law and a tax perspective) either arising prior to Completion or incurred by post Completion in connection with or as a result of the Company making use of the services of any of them self-employed services providers (except for any Assumed Environmental LiabilitiesZZP-ers/opdrachtnemers) including, without limitation, the Excluded Amersfoort Liabilitiesprior to Completion; (c) Costs any and Liabilities suffered or incurred by any all claims of them arising out of or in connection with any pre-Closing restructuring steps that are taken in advance of any transfer of Shares or Businesses (or any part thereof) to Employees regarding benefits under the Purchaser or its AffiliatesSickness Benefits Act and Labour Capacity Act; and (d) Fines imposed by a Governmental Entity, any damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser Group arising out of or claim in connection with any infringements or as a result of Article 81 or Article 82 a mandatory participation in the pension scheme of an industry wide pension fund by the EC Treaty or Section 2 or Section 18 of the Competition Xxx 0000 or any other anti-trust or similar legislation in any jurisdiction by any Target Company or Business Seller (insofar as it relates to the Acquired Businesses), but only to the extent that such infringements took place prior to ClosingCompany. 11.2 Parties agree that None of the provisions of: limitations of liability of the Seller (awhether in amount, in terms of claim period or by way of reduction of liability) clause 8; and (b) paragraphs 4(cas set out in Clause 10, except for Clause 10.3.1(e), 9, 11-14, 16, 17, 19 and 20 of Schedule 5, shall apply mutatis mutandis to an claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1. 11.3 In addition to the provisions of clause 11.2, parties agree that the provisions of paragraphs 5 and 15 shall apply mutatis mutandis to a claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1(d). 11.4 No clause of this Agreement shall operate to require: (i) the Purchaser to indemnify the Seller or any member liability of the Seller Group against any Liabilities relating pursuant to or arising from any pollutionthe indemnities set out in Clauses 11 and 12, contamination or hazardous substances at or under any Relevant Property that has migrated on or after Closing from any property owned or occupied by any member and shall, for the avoidance of the Seller Group and/or the Worldwide Household Business Purchaser Group; or (ii) the Seller doubt, not be limited to indemnify the Purchaser or any member of the Purchaser Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group that has migrated on or after Closing from any Relevant PropertyDamages only.

Specific Indemnities. 11.1 The Seller (9.1 Without prejudice to or precluding any other rights or remedies which the Purchaser or the relevant AffiliateCompany may have under this Agreement or the Law, the Seller undertakes to indemnify (schadeloosstellen) shall from Closing indemnify and keep indemnified on demand each member of hold harmless (vrijwaren) the Purchaser Group and the Company for, from and against any and all:all damages, losses, liabilities, suits, proceedings, actions, demands, judgments, fees, costs and external costs and expenses relating thereto (including fees of legal and other advisors) suffered, paid or incurred by or imposed upon or instituted against the Purchaser or the Company in connection with or ensuing from the following (the Indemnities): (a) Costs any Taxes due and Liabilities suffered or incurred payable by any of them arising out of or in connection with any of the Excluded Assets or Excluded LiabilitiesCompany which have not yet been satisfied by the Company and which are attributable to the period prior to the Completion Date; (b) Environmental Liabilities suffered any Tax Authority claiming non-paid social security premiums, taxes or incurred other costs in connection with the hiring by any the Company of them (except for any Assumed Environmental Liabilities) including, without limitation, the Excluded Amersfoort Liabilitiestemporary employees; (c) Costs and Liabilities suffered or incurred the untimely deposit of the annual accounts of the Company in any book year; (d) claims of (former) employees of the Company; (e) the (release of) securities granted by Seller and/or the Company in relation to external financing of the Company; (f) any non-compliance with environmental laws by any of them arising out of the Company during the period ending on the Completion Date or in connection with any pre-Closing restructuring steps that are taken in advance the presence of any transfer of Shares or Businesses (or 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 part thereof) above claim in relation to the Purchaser or its AffiliatesIndemnities to the extent explicitly provided therein, provided that:‌ (a) the Seller's maximum liability in relation to any and all Indemnity claims shall not exceed an amount equal to the Purchase Price; (b) the Seller's’ maximum aggregate liability in relation to any and all Indemnity claim and claims in relation to a breach of the Seller's Warranties shall not exceed an amount equal to the Purchase Price; and (dc) Fines imposed by a Governmental Entity, any damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser Group arising out of or in connection with any infringements of Article 81 or Article 82 Indemnities expires three (3) months after the expiration of the EC Treaty or Section 2 or Section 18 relevant statute of limitations, save for Indemnity claims of which the Seller has been notified in writing by the Purchaser prior to such expiration date. 9.3 Notwithstanding Article 9.2, the Indemnities shall be unlimited in time and amount and shall not be subject to any threshold should the Seller has knowledge of the Competition Xxx 0000 or any other anti-trust or similar legislation in any jurisdiction by any Target Company or Business Seller (insofar as it relates specific events described under Article 9.1 prior to the Acquired Businesses), but only Completion and deliberately choose not to disclose such events to the extent that such infringements took place prior Purchaser. The Purchaser (and/or the Company, as the case may be) will be held harmless and compensated by the Seller within fourteen (14) days after the liability or obligation to Closing. 11.2 Parties agree that pay on the provisions of: (a) clause 8; and (b) paragraphs 4(c), 9, 11-14, 16, 17, 19 and 20 of Schedule 5, shall apply mutatis mutandis to an claim or potential claim basis of the Purchaser in relation to the matters referred to in clause 11.1. 11.3 In addition to the provisions of clause 11.2, parties agree that the provisions of paragraphs 5 foregoing has been assessed and 15 shall apply mutatis mutandis to a claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1(d). 11.4 No clause of this Agreement shall operate to require: (i) the Purchaser to indemnify the Seller or any member of the Seller Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any Relevant Property that has migrated on or after Closing from any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group; or (ii) the Seller to indemnify the Purchaser or any member of the Purchaser Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group that has migrated on or after Closing from any Relevant Propertybeen given written notice thereof.