TEL Liabilities. Subject only to the Merger becoming legally effective and the compliance with any requirements pursuant to the governing law of the relevant liabilities (if any), and with effect as from the Effective Time, TopCo IRE hereby agrees to assume from TEL all liabilities (including all other legal positions and obligations thereto relating) to be transferred to it by virtue of the Merger as further specified in Section 1. Without limiting the generality of the foregoing, such liabilities and obligations shall include those plans, agreements, and benefit awards described herein and the (direct or indirect) liabilities of TEL in connection with any other board management and employee share incentive schemes. Subject only to the Merger becoming legally effective and the compliance with any requirements pursuant to the governing law of the relevant liabilities (if any), and with effect as from the Effective Time, TopCo IRE hereby agrees to execute on the Effective Time a deed poll governed by the laws of Ireland.
TEL Liabilities. TEL shall be entitled at its own expense in its absolute discretion to take such action as it shall deem necessary or desirable to avoid, dispute, defend, resist, appeal, compromise or contest any claims of, or proceedings instituted or threatened by, any third party, whether before or after the date hereof, in respect of any TEL Liability and to have the conduct of any related proceedings, negotiations or appeals.
