Common use of Exclusions and Limitations Clause in Contracts

Exclusions and Limitations. (a) Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee in connection with any claim or Proceeding (or any part of a Proceeding): (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Company; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exclusions and Limitations. 3.1 The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by him: (a) Notwithstanding any provision in this Agreement, to the Company shall not be obligated under this Agreement or any Associated Companies (as applicable); (b) to make pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any indemnification payment, advance expenses, requirement of a regulatory nature (howsoever arising); (c) in defending any criminal proceedings in which he is convicted and such conviction has become final; (d) in defending any civil proceedings brought by the Company or hold harmless Indemnitee any Associated Companies in which a final judgment is given against him; (e) in connection with any claim or Proceeding application under Article 212 of the Law in which the court refuses to grant him relief and such refusal has become final; or (f) where otherwise prohibited by the Law or any part of a Proceeding):other applicable law. 3.2 The indemnity in clause 2.1 and/or undertaking to discharge costs in clause 2.2 shall not apply to the extent that: (ia) for which payment has actually been received by or on behalf of Indemnitee under the Liability is recovered from any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwiseinsurers; (iib) for an accounting the Liability or Costs (as the case may be) are prohibited by the Law or otherwise by virtue of profits made from the purchase and sale (or sale and purchase) by Indemnitee any rule of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iiic) on account the Liability is in respect of death or personal injury or similar matters within the scope (ignoring any exclusions) of the Indemnitee’s conduct if such conduct shall be finally adjudged Company's employer liability insurance from time to have been time; (d) a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is Liability arises from an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawDirector which is shown to have been in bad faith (including one involving fraud or fraudulent concealment by the Director) or arising from the Director's gross negligence or wilful default or his acting beyond the scope of his authority; (ive) if such indemnification, advancement or payment the Director has received a financial benefit to which he is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Companynot entitled; or (vif) except as otherwise provided it relates to tax or social security charges (including National Insurance) payable on remuneration or other benefits received by such Director. 3.3 The Director shall have no right to indemnity in Sections 14(f)‎ hereof, respect of any Costs incurred in connection with any Proceeding (disqualification or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee wrongful trading proceedings brought against the Company or its directors, officers, employees or other indemnitees, unless Director under the Companies (AJersey) the Board authorized the Proceeding Law 1991 (or any part of any Proceedingas amended) prior to its initiation or (B) the Company provides the indemnification or hold harmless paymentor, in its sole discretioneither case, pursuant any equivalent legislation in any other jurisdiction). 3.4 Subject to clause 7, the powers vested Director shall continue to be indemnified under the terms of the indemnity in clause 2.1, notwithstanding that he may have ceased to be a director of the Company under applicable lawCompany, for six years following the date of such cessation.

Exclusions and Limitations. 3.1 The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by him: (a) Notwithstanding any provision in this Agreement, to the Company shall not be obligated under this Agreement or any Associated Companies (as applicable); (b) to make pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any indemnification payment, advance expenses, requirement of a regulatory nature (howsoever arising); (c) in defending any criminal proceedings in which he is convicted and such conviction has become final; (d) in defending any civil proceedings brought by the Company or hold harmless Indemnitee any Associated Companies in which a final judgment is given against him; (e) in connection with any claim or Proceeding application under Article 212 of the Law in which the court refuses to grant him relief and such refusal has become final; or (f) where otherwise prohibited by the Law or any part of a Proceeding):other applicable law. 3.2 The indemnity in clause 2.1 and/or undertaking to discharge costs in clause 2.2 shall not apply to the extent that: (ia) for which payment has actually been received by or on behalf of Indemnitee under the Liability is recovered from any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwiseinsurers; (iib) for an accounting the Liability or Costs (as the case may be) are prohibited by the Law or otherwise by virtue of profits made from the purchase and sale (or sale and purchase) by Indemnitee any rule of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iiic) on account the Liability is in respect of death or personal injury or similar matters within the scope (ignoring any exclusions) of the IndemniteeCompany’s conduct if such conduct shall be finally adjudged employer liability insurance from time to have been time; (d) a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is Liability arises from an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawDirector which is shown to have been in bad faith (including one involving fraud or fraudulent concealment by the Director) or arising from the Director’s gross negligence or wilful default or his acting beyond the scope of his authority; (ive) if such indemnification, advancement or payment the Director has received a financial benefit to which he is prohibited by applicable lawnot entitled; (vf) arising out of Indemnitee’s personal income it relates to tax or social security charges (including National Insurance) payable on any salariesremuneration or other benefits received by such Director. 3.3 The Director shall continue to be indemnified under the terms of the indemnity in clause 2.1, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares notwithstanding that he may have ceased to be a director of the Company; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part for six years following the date of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable lawsuch cessation.

Exclusions and Limitations. Notwithstanding anything herein to the contrary: (a) Notwithstanding any provision in this Agreement, the Company shall not be liable to Indemnitee for, nor obligated to furnish advances in connection with, any loss, cost or expense of Indemnitee resulting from Indemnitee's willful, negligent or inadvertent violation of Section 16(b) of the Securities Exchange Act of 1934 or of the Foreign Corrupt Practices Act of 1977. (b) Company shall not be liable to Indemnitee for, and shall not be obligated to furnish any advances except for repayable costs, charges and expenses as hereinabove stated, in connection with, any loss, cost or expense of Indemnitee as the direct result of a final judgment for money damages payable to Company or any Affiliate for or on account of loss, cost or expense directly or indirectly resulting from Indemnitee's negligence or misconduct within the meaning of Section 145(b). (c) Unless otherwise allowed by a court of competent jurisdiction or in a separate action in the Chancery Court of Delaware, Company shall not be liable to Indemnitee for, and Indemnitee undertakes to repay Company for all advances which may have been made of, expenses of investigation, defense or appeal of any matter the judgment of which is excluded under subsection 9(b) next above. (d) Unless otherwise determined by a court of competent jurisdiction or in a separate action in the Chancery Court of Delaware, a settlement of any suit, action or proceeding shall be presumed to be an "expense" in mitigation of the expenses of continued litigation and not the compromise of a judgment on the merits of the action, suit or proceeding. (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to Officers of Company pursuant to the foregoing provisions, or otherwise, the Board of Directors has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Company of expenses incurred or paid by an Officer of Company in the wholly or partially successful defense of any action, suit or proceeding) is asserted by Indemnitee in connection with Company securities which have been registered, Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it hereunder is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. In effect, therefore, absent a court decision in the individual case or controlling precedent, the provisions of the Agreement will not apply to liabilities of Indemnitee arising under the Securities Act of 1933 (primarily relating to public distributions of securities) unless and only to the extent that Indemnitee is successful in the defense of the action, suit or proceeding in question. (f) Company shall not be liable under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee payment in connection with any claim or Proceeding (or any part of a Proceeding):made against Indemnitee: (i) for based upon or attributable to Indemnitee or any member of Indemnitee's immediate family gaining in fact any personal profit or advantage to which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has was not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwiselegally entitled; (ii) for an accounting based upon or attributable to the dishonesty of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common lawseeking payment hereunder; (iii) on account for bodily injury, sickness, disease or death of the Indemnitee’s conduct if such conduct shall be finally adjudged any person, or damage to have been a breach or destruction of Indemnitee’s duty any tangible property; including loss of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawuse thereof; (iv) if such indemnification, advancement or payment for which indemnification under this Agreement is prohibited determined by applicable law;a final adjudication of a court of competent jurisdiction to be unlawful and violative of public policy; or (v) arising out for any act or omission attributable to Indemnitee in Indemnitee's capacity as a director, officer, agent or employee of Indemnitee’s personal income tax payable on any salariesPerson which heretofore became or hereafter becomes an Affiliate, bonuses, director’s fees, including fees for attending meetings, if the occurrence of such act or any gain on disposition of shares, options omission was prior to the date such Person actually became or restricted shares of the Company; orbecomes an Affiliate. (vig) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part From and after the date hereof the cumulative total of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, all amounts paid pursuant to the powers vested in the terms of this Agreement and all similar agreements entered into by Company with officers, reduced by (1) all sums repaid to Company under applicable lawthe repayment provisions of this Agreement and such similar agreements with officers and (2) all sums insured under the Policy for risks covered by this Agreement and such similar agreements with officers, shall never exceed the sum of Ten Million Dollars ($10,000,000).

Exclusions and Limitations. 3.1 The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by her: (a) Notwithstanding any provision in this Agreement, to the Company shall not be obligated under this Agreement or any Associated Companies (as applicable); (b) to make pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any indemnification payment, advance expenses, requirement of a regulatory nature (howsoever arising); (c) in defending any criminal proceedings in which she is convicted and such conviction has become final; (d) in defending any civil proceedings brought by the Company or hold harmless Indemnitee any Associated Companies in which a final judgment is given against her; (e) in connection with any claim or Proceeding application under Article 212 of the Law in which the court refuses to grant her relief and such refusal has become final; or (f) where otherwise prohibited by the Law or any part of a Proceeding):other applicable law. 3.2 The indemnity in clause 2.1 and/or undertaking to discharge costs in clause 2.2 shall not apply to the extent that: (ia) for which payment has actually been received by or on behalf of Indemnitee under the Liability is recovered from any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwiseinsurers; (iib) for an accounting the Liability or Costs (as the case may be) are prohibited by the Law or otherwise by virtue of profits made from the purchase and sale (or sale and purchase) by Indemnitee any rule of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iiic) on account the Liability is in respect of death or personal injury or similar matters within the scope (ignoring any exclusions) of the Indemnitee’s conduct if such conduct shall be finally adjudged Company's employer liability insurance from time to have been time; (d) a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is Liability arises from an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawDirector which is shown to have been in bad faith (including one involving fraud or fraudulent concealment by the Director) or arising from the Director's gross negligence or wilful default or her acting beyond the scope of her authority; (ive) if such indemnification, advancement or payment the Director has received a financial benefit to which she is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Companynot entitled; or (vif) except as otherwise provided it relates to tax or social security charges (including National Insurance) payable on remuneration or other benefits received by such Director. 3.3 The Director shall have no right to indemnity in Sections 14(f)‎ hereof, respect of any Costs incurred in connection with any Proceeding (disqualification or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee wrongful trading proceedings brought against the Company or its directors, officers, employees or other indemnitees, unless Director under the Companies (AJersey) the Board authorized the Proceeding Law 1991 (or any part of any Proceedingas amended) prior to its initiation or (B) the Company provides the indemnification or hold harmless paymentor, in its sole discretioneither case, pursuant any equivalent legislation in any other jurisdiction). 3.4 Subject to clause 7, the powers vested Director shall continue to be indemnified under the terms of the indemnity in clause 2.1, notwithstanding that she may have ceased to be a director of the Company under applicable lawCompany, for six years following the date of such cessation.

Exclusions and Limitations. 3.1 The Sellers shall not be liable under clause 2 in respect of any Tax Liability to the extent that: (a) Notwithstanding provision or reserve in respect of that Tax Liability has been made in calculating the Net Working Capital Amount; (b) the Tax Liability was paid or discharged before Closing and the payment or discharge was reflected in the calculation of the Net Working Capital Amount; (c) the amount for income tax or national insurance contributions in respect of the grant, licence, surrender, exchange or other disposal of an option is paid by the relevant individual who held the option; (d) such Tax Liability arises or is increased as a result of a change in Legal Requirements after Closing, or a change or withdrawal after Closing of any previously published practice or concession of general application; (e) such Tax Liability arises or is increased directly in consequence of any failure by the Purchaser to comply with any of its obligations under this Exhibit B; (f) the Tax Liability arises or is increased as a result of the making of an election under Code section 338(g) (or any comparable provision in this Agreementof the United States state or local law); or (g) the Tax Liability arises or is increased as a result of the making of any United States entity classification tax election on Inland Revenue Service Form 8832, or any successor or other form prescribed by the Company Internal Revenue Service. 3.2 The Sellers shall not be obligated liable under this Agreement clause 2(a) in respect of any Tax Liability to make the extent that: (a) the Tax Liability would not have arisen but for any indemnification payment, advance expenses, voluntary transaction or hold harmless Indemnitee in connection with any claim action carried out or Proceeding (effected by Purchaser or any part Acquired Company after Closing which was outside the ordinary course of a Proceeding):business of such Acquired Company or Purchaser, save that this limitation shall not apply where the voluntary transaction or action was carried out or effected by Purchaser or an Acquired Company: (i) for which payment has actually been received by pursuant to an obligation of any Acquired Company created on or on behalf before Closing or an obligation of Indemnitee Purchaser under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwiseAgreement; (ii) for an accounting with the approval of profits made from or at the purchase and sale (or sale and purchase) by Indemnitee of securities request of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;Sellers; or (iii) pursuant to an obligation imposed on account an Acquired Company by any Legal Requirement or directive or the published practice of any Tax Authority. (b) such Tax Liability would not have arisen but for the winding-up of, or the cessation of trade or business by, or a change in the nature or conduct of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach trade or business of Indemnitee’s duty of loyalty to the any Acquired Company on or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Companyafter Closing; or (vic) except as any Relief (other than a Purchaser’s Relief) is available, or is for no consideration made available, to the relevant Acquired Company to set against or otherwise provided mitigate the Tax Liability; 3.3 Except in Sections 14(f)‎ hereofthe case of intentional misrepresentation or fraud, in connection with any Proceeding (or any part the amount of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against payments that the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior Sellers can be required to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, make to Purchaser pursuant to this Exhibit B shall be limited by Section 5.3(d)(ii)(B) of the powers vested Agreement. 3.4 Except in the Company case of intentional misrepresentation or fraud, Purchaser shall not be entitled to recover any amount under applicable lawthis Exhibit B under clause 2(a) or 2(c) unless notice of the Tax Liability is given in writing by Purchaser to the Sellers pursuant to clause 4 within seven years following Closing. 3.5 Purchaser shall not be entitled to recover any amount under clause 2, to the extent recovery (less costs and expenses of recovery) in respect of the same amount has been made by the Purchaser under the Tax Warranties.

Exclusions and Limitations. (a) Notwithstanding 4.1 Clause 3 is subject always to the following exclusions and limitations: 4.1.1 it will not apply to any provision Claim or Liability to the extent prohibited by the Companies Act, or, in this Agreementthe case of an Associated Company which is not subject to the Companies Act, to the Company shall extent that it would have been prohibited by the Companies Act had the Companies Act applied to it; 4.1.2 it will not be obligated under this Agreement apply to make any indemnification payment, advance expenses, the extent that full recovery of amounts paid by or hold harmless Indemnitee in connection with any claim owed to or Proceeding (or any part of a Proceeding): (i) for which payment has by the Indemnified Person is actually been received by or on behalf of Indemnitee the Indemnified Person under any insurance policy or other indemnity or advancement provision and which payment has of insurance; 4.1.3 it will not subsequently been returned, except with respect apply to any excess beyond Liability incurred by the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty Indemnified Person to the Company or its shareholders any Associated Company; 4.1.4 it will not apply to any fines imposed on the Indemnified Person in criminal proceedings or sums payable by the Indemnified Person to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); and 4.1.5 the Indemnified Person will not be entitled to be indemnified under Clause 3 and shall repay to the Company any amount paid by the Company under the Funding Obligation or otherwise under this Deed in respect of legal or other expenses or any other Liability incurred by the Indemnified Person in defending, or in connection with, the Claim (including for the avoidance of doubt, any amount paid pursuant to sub-clause 7.2): (A) in respect of any Claim brought by the Company or any Associated Company, in the event that judgment is an act or omission not given against the Indemnified Person in good faith or which involves intentional misconduct or a knowing violation of the lawrelation to that Claim; (ivB) if such indemnificationin respect of any Claim which the Board in its absolute discretion determines as arising out of the Indemnified Person’s fraud or wilful default or which a court of competent jurisdiction has determined as arising out of the Indemnified Person’s fraud, advancement wilful default, recklessness or payment is prohibited by applicable lawgross negligence; (vC) arising out in respect of Indemnitee’s personal income tax payable on any salariescriminal proceedings brought against the Indemnified Person, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of in the Companyevent that the Indemnified Person is convicted; or (viD) except as otherwise provided in Sections 14(f)‎ hereofrespect of any Application for Relief brought by the Indemnified Person, in the event that the court refuses to grant the relief applied for, and any such repayment must be made no later than the date on which the relevant judgment, conviction or refusal becomes Final or, in the case of paragraph (B), the date which is 30 Business Days after the date on which the Board or court determination is made; save that, in the case of a determination by the Board under paragraph (B), if a judgment of a court of competent determining that the Liability did not arise from the fraud or wilful default of the Indemnified Person becomes Final, the Indemnified Person may request payment of such amount, together with any costs incurred by the Indemnified Person in connection with any Proceeding (or any part claim for the purposes of any Proceeding) initiated by Indemniteeestablishing that the Liability did not so arise, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against from the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) and the Company provides the indemnification or hold harmless paymentshall, in its sole discretion, pursuant subject to the powers vested in provisions of Clause 3.2, pay such amount to the Company under applicable lawIndemnified Person.

Exclusions and Limitations. (a) Notwithstanding 4.1 Clause 3 is subject always to the following exclusions and limitations: 4.1.1 it will not apply to any provision Claim or Liability to the extent prohibited by the Companies Act, or, in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee in connection with any claim or Proceeding (or any part case of a Proceeding):Group Company which is not subject to the Companies Act, to the extent that it would have been prohibited by the Companies Act had the Companies Act applied to it; (i) for which payment has actually been received 4.1.2 it will not apply to the extent that any recovery is made by or on behalf of Indemnitee the Indemnified Person under any policy of insurance policy or other indemnity or advancement provision arranged and which payment has paid for by the Company; 4.1.3 it will not subsequently been returned, except with respect apply to any excess beyond Liability incurred by the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty Indemnified Person to the Company or its shareholders any Group Company; 4.1.4 it will not apply to any fines imposed on the Indemnified Person in criminal proceedings or sums payable by the Indemnified Person to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); 4.1.5 the Indemnified Person will not be entitled to be indemnified under clause 3 and shall repay to the Company any amount paid by the Company under the Funding Obligation or otherwise under this Deed in respect of legal or other expenses or any other Liability incurred by the Indemnified Person in defending, or in connection with, the Claim (including for the avoidance of doubt, any amount paid pursuant to sub-clause 6.2): (a) in respect of any Claim brought by the Company or any Group Company, in the event that judgment is an act or omission given against the Indemnified Person in relation to that Claim in a final adjudication not in good faith or which involves intentional misconduct or a knowing violation of the lawsubject to further appeal; (ivb) if such indemnificationin respect of any criminal proceedings brought against the Indemnified Person, advancement or payment in the event that the Indemnified Person is prohibited by applicable lawconvicted in a final adjudication not subject to further appeal; (vc) in respect of any Application For Relief brought by the Indemnified Person, in the event that the court refuses to grant the relief applied for, and such repayment must be made no later than the date on which the relevant judgment becomes final; and 4.1.6 it will not apply to any Claim against the Indemnified Person arising out of Indemnitee’s personal income tax payable on from any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares acts of the Company; or (vi) except as otherwise provided Indemnified Person which, directly or indirectly, result in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part the summary dismissal of any Proceeding) initiated the Indemnified Person by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable lawGroup Company.

Exclusions and Limitations. 4.1 Subject to clause 4.2, the Seller shall not have a liability under this Deed or under the Tax Warranties to the extent that: 4.1.1 specific provision, reserve or allowance in respect of such Liability to Taxation was made in the Completion Accounts (including any provision for deferred tax) and taken into account in calculating the Net Current Asset Value. For the avoidance of doubt it is agreed between the parties that for the purposes of this clause 4.1.1, the provisions for Tax in the Accounts are considered to be ‘specific’; or 4.1.2 such Liability to Taxation had been satisfied on or before Completion, but only to the extent that it has been taken into account in the Completion Accounts; or 4.1.3 the income, profits or gains (but for the avoidance of doubt excluding income, profits or gains deemed for any purpose to have arisen) in respect of which the said Liability to Taxation arises were actually earned, accrued or received by the Company and should have been but were not reflected in the Completion Accounts provided that the Liability to Taxation on the income, profits or gains is not greater than the income, profits or gains received and is retained in the Company on Completion; or 4.1.4 any Sellers’ Reliefs are made available and used to relieve or mitigate that Liability to Taxation or would have been available to relieve or mitigate that Liability to Taxation but for their use by a Target Group Company after Completion or would have been available but for the application of section 768 ICTA 1988 insofar as the disallowance of any of the Sellers’ Reliefs under that section arises as a result of an Event occurring after Completion (other than pursuant to an obligation entered into before Completion), the Buyer undertaking to procure that the Company shall use the Seller’s Reliefs where possible against a liability for Taxation which has arisen, but not in advance of an available Buyer’s Relief; or 4.1.5 such Liability to Taxation arises or is increased wholly or partly as a result of the passing or coming into force of or any change in any enactment, law, regulation, directive (or change in the interpretation by any court or appellant authority of any of the same) requirement or any practice of any government, government department or agency or regulatory body (including but not limited to extra statutory concessions of the Inland Revenue) after the date (but not announced before the date) hereof whether or not having retrospective effect; or 4.1.6 the Liability to Taxation arises or is increased as a result of any increase in the rates of Taxation or variation in the method of applying or calculating the rate of Taxation made after the date of Completion as a result of the change in any enactment, law, regulation, directive (or change in the interpretation by any court or appellant authority of any of the same), requirement or any practice of any government, government department or agency or regulatory body (including but not limited to extra statutory concession of the Inland Revenue) with retrospective effect; or 4.1.7 the Liability to Taxation arises or is increased as a result of any change made after Completion to the accounting period or the accounting basis policy, practice or approach applicable to the Buyer or any Target Group Company or a change in the way an accounting basis is adopted for tax purposes save where such change is made to comply with generally accepted accounting principles, the Accounting Standards, the published practice of any Taxation Authority or rule of any regulatory authority or body in force at Completion; or 4.1.8 the Liability to Taxation would not have arisen or would have been reduced or eliminated but for: (a) Notwithstanding the making of a claim, election, surrender or disclaimer or the giving of a notice or consent or the doing of any other thing after Completion by the Buyer or any Group Company or any other person connected with any of them (other than where the making, giving or doing of which was taken into account in computing any provision or reserve for Taxation in the Completion Accounts) and other than any claim, election, surrender, disclaimer, notice, consent or thing made, given or done in order to comply with any provision of law or any provision of this Agreement, Deed or the Agreement or any legally binding obligation or agreement entered into by the Company shall not be obligated under this Agreement on or before Completion); or (b) the failure or omission on the part of the Buyer or any Group Company or any other person connected with either of them after Completion to make any indemnification paymentvalid claim, advance expenseselection, surrender or disclaimer or give any notice or consent or do any other thing the making, giving or doing of which was taken into account in computing any provision or reserve for Taxation in the Completion Accounts and intimated to the Buyer in writing in sufficient time to enable the requisite action to be taken; or 4.1.9 the Liability to Taxation arises or is increased as a result of the failure by the Buyer to comply with any of its obligations under this Deed; or 4.1.10 the Liability to Taxation would not have arisen but for any action, transaction or omission on the part of the Buyer or any Group Company or any other person connected with them after Completion, except that this exclusion shall not apply where any such action, transaction or omission is carried out or effected by the Buyer or the Group Company: (a) pursuant to a legally binding commitment created on or before Completion; or (b) at the written request of the Seller after Completion or as a result of action taken at the Seller’s or the Seller’s solicitors’, accountants’ or other professional advisors’ request, or hold harmless Indemnitee their conduct or settlement of a claim in connection accordance with the provisions of Clause 9 hereof; or (c) in the ordinary course of business of the Company (as carried on at Completion); (d) in order to comply with any claim Taxation Statutes or Proceeding any law which ought to have been complied with by the Company or the Seller on or before Completion; or (e) in response to an inquiry from a Tax Authority. 4.1.11 an amount in respect of that Liability to Taxation has already been recovered under this Deed or the Seller has made payment in respect of the Liability to Taxation pursuant to sections 767A and 767AA ICTA 1988 or any other provisions imposing liability on the Seller for Taxation primarily chargeable against any Target Group Company; or 4.1.12 the Liability to Taxation would not have arisen but for the winding up of, or the cessation of the trade or business of, any Group Company, or any change in the nature or conduct of such trade or business, where the winding up, cessation or change occurs after Completion; or 4.1.13 the Liability to Taxation would not have arisen but for the termination of the 401(k) Plan by adoption of the resolution to that intent adopted by the board of managers of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LLC on 18 April 2005 or the entering into or completion of the US Sale Agreement; or 4.1.14 the Liability to Taxation arises or is increased as a result of the operation of Regulation 107 or 108 or Part XV of the Value Added Tax Regulations 1995 by reason of an Event occurring or circumstances arising (or being deemed to occur or arise) after Completion; 4.1.15 the Liability to Taxation arises as a result of an adjustment to the Profits and losses of a Target Group Company pursuant to Paragraph 1 of Schedule 28AA ICTA 1988, where those Profits and losses are earned, accrued or received in respect of a period commencing on or after the Completion Date, or in respect of any part of a Proceeding): (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities period where that part of the Company within the meaning of Section 16(b) of the Exchange Act (period commences on or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Company; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable lawafter Completion.

Exclusions and Limitations. (a) 4.1 Notwithstanding any provision in the other provisions of this Agreement, the Company Indemnity does not extend to: (a) any Losses incurred or suffered by the Indemnitee arising out of conduct of the Indemnitee involving fraud or dishonesty; (b) any Expenses incurred by the Indemnitee with respect to any proceeding by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that such proceedings were not made in good faith or were frivolous or that the Indemnitee is not entitled to the Indemnity; (c) any claims or rights of action to recover any gain, personal profit or advantage to which the Indemnitee is not legally entitled; and (d) any matter which would render it void pursuant to the Act; and (e) any matter which is not permitted to be indemnified under applicable law as determined by a final decision from a court of competent jurisdiction. 4.2 To the extent payment is actually made to the Indemnitee under a valid and collectible insurance policy in respect of any liability, loss, cost, damage or expense that would otherwise be subject to the Indemnity, in connection with such specific claim, issue or matter, the Indemnitee shall not be obligated entitled to payment under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee the Indemnity except in connection with any claim or Proceeding (or any part respect of a Proceeding): (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received of payment under such insurance. Notwithstanding the foregoing, the Indemnitee shall not be required to seek recovery under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities policies of the Company within Company, except for claims under the meaning of Section 16(b) of insurance policies that comprise non-indemnifiable loss. 4.3 For the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account duration of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been service as a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares director and/or officer of the Company; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemniteeand for a customary run-off period thereafter, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its shall obtain and maintain in effect policies of directors’ and officers’ liability insurance providing coverage in reasonable amounts from established and reputable insurers. In such policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are provided to the other then serving directors and/or officers, employees or where the Indemnitee no longer serves as a director or an officer, as the Company’s other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable lawformer directors and/or officers.

Exclusions and Limitations. (a) Notwithstanding any provision in this Agreement, the Company and Fund II shall not be obligated under this Agreement to make any indemnification paymentindemnification, advance expenses, or hold harmless Indemnitee or exoneration payment in connection with any claim or Proceeding (or any part of a Proceeding):made against Indemnitee: (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b‎16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Company; or (viiii) except as otherwise provided in Sections 14(f)‎ ‎14(f)‎-‎(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company and/or Fund II provides the indemnification or indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company and/or Fund II under applicable law. (b) Notwithstanding any provision in this Agreement, in no event shall Fund II be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee, when taken together with any claims made against any directors or officers of the Company executing agreements substantially similar to this Agreement, in an aggregate amount greater than $5.0 million.

Exclusions and Limitations. 4.1 The indemnity set out in Clause 3 shall not apply in respect of any Liability incurred by the Indemnitee: (a) Notwithstanding any provision in this Agreement, to the Company shall not be obligated under this Agreement or to make any indemnification payment, advance expensesassociated company; (b) to pay a fine imposed in criminal proceedings; (c) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); (d) in defending any criminal proceedings in which the Indemnitee is convicted; (e) in defending any civil proceedings brought by the Company, or hold harmless Indemnitee an associated company, in which judgment is given against the Indemnitee; (f) in connection with any claim or Proceeding (or application under any part of a Proceeding):the following provisions in which the court refuses to grant the Indemnitee relief: (i) for which payment has actually been received section 661(3) or (4) of the Act (power of court to grant relief in case of acquisition of shares by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;innocent nominee); or (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities section 1157 of the Company within the meaning of Section 16(b) of the Exchange Act (general power of court to grant relief in case of honest and reasonable conduct); (g) in connection with any Claim or any successor rule) Liability to the extent prohibited by the Act or similar provisions of state statutory law or common otherwise as prohibited by law; (iiih) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty to the Company extent that any recovery of such Liability has been made by the Indemnitee under any policy of insurance or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation under any other deed of the law; (iv) if such indemnification, advancement or payment is prohibited indemnity given by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Company; or (vii) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding Claim against the Indemnitee arising from any acts of the Indemnitee which, directly or indirectly, result in the summary dismissal of that Indemnitee by the Company or any associated Company. 4.2 If a court finds in its judgment that a Liability or Claim arose from the Indemnitee’s fraud, wilful default or gross negligence, the Company may by notice to the Indemnitee request repayment of such amounts as the Company has paid under this indemnity and the Indemnitee shall repay such amounts to the Company (without interest) within 14 days of receipt of such request. 4.3 If a court finds in its judgment that a Liability or Claim arose as a result of the Indemnitee acting beyond the scope of the Indemnitee’s authority or contrary to instructions given by the Company or in breach of agreements reached with the Company or in breach of the fiduciary duties (but not, for the avoidance of doubt, including the duties of skill and care) the Indemnitee owes to the Company (or, in each case, an associated company), the Company may by notice to the Indemnitee request repayment of such amounts as the Company has paid under this indemnity and the Indemnitee shall repay such amounts to the Company (without interest) within 14 days of receipt of such request. 4.4 In Clauses 4.1, 4.2 and 4.3 the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final: (a) if not appealed against, at the end of the period for bringing an appeal; or (b) if appealed against, at the time when the appeal (or any part further appeal) is disposed of. 4.5 For the purposes of Clause 4.4, an appeal is disposed of: (a) if it is determined and the period for bringing any further appeal has ended; or (b) if it is abandoned or otherwise ceases to have effect. 4.6 The indemnity in this Deed will not modify or waive any of the duties which the Indemnitee owes as an officer or director under law or the rules of any Proceeding) initiated by Indemniteerelevant stock exchange or other regulatory body, including duties as to confidentiality, whether during or after any Proceeding (or any part Appointment Period. 4.7 The Indemnitee shall continue to be indemnified under the terms of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, indemnities in its sole discretion, pursuant to the powers vested this Deed for liabilities arising in the Company under applicable lawIndemnitee’s Appointment Period, notwithstanding that the Indemnitee may have ceased to be an officer or director of the company or an associated company.

Exclusions and Limitations. (a) Notwithstanding The covenants set out in clause 1 above are subject to the following exclusions and limitations, and such covenants do not apply to: 2.1 any provision in this AgreementClaim or Liability to the extent prohibited by law, rule or regulation applicable to the Company shall not be obligated (including the mandatory provisions of Kazakhstan laws); 2.2 the extent of any recovery made by the Indemnitee under this Agreement any policy of insurance; 2.3 any Liability incurred by the Indemnitee to make the Company or any indemnification payment, advance expenses, or hold harmless subsidiary company; 2.4 any Liability incurred by the Indemnitee in connection with any claim Claim brought by the Company or Proceeding (a subsidiary company; 2.5 fines imposed on the Indemnitee in criminal proceedings; 2.6 any Liability incurred by, or any part Claim against, the Indemnitee which arises as a result of a Proceeding): (i) for which payment has actually been received by or on behalf of the Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess knowingly acting beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwisescope of his/her authority; (ii) for an accounting 2.7 any Claim or proceedings initiated or brought voluntarily by the Indemnitee and not by way of profits made from the purchase and sale (defence, counterclaim or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common lawcrossclaim; (iii) on account of 2.8 the Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been a breach knowingly fraudulent or deliberately dishonest, or to constitute wilful misconduct; 2.9 payment of Indemnitee’s duty of loyalty amounts required to be reimbursed to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation pursuant to Section 304 of the law; (iv) if such indemnification▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetingsas amended, or any gain on disposition similar successor statute; 2.10 in respect of sharescriminal proceedings brought against the Indemnitee, options in the event that the Indemnitee is convicted, the Indemnitee will repay to the Company any amount received from the Company under the covenants set out in clause 1 in respect of legal or restricted shares of other expenses or any other Liability incurred by the Company; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, Indemnitee in connection with such proceeding and any Proceeding (or such repayment must be made not later than the date on which the conviction becomes final and cannot be further appealed by any part party; and 2.11 in respect of any Proceeding) initiated by civil proceedings brought against the Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee in the event that judgment is given against the Company Indemnitee or its directorsthe Court refuses to grant the Indemnitee the relief sought, officers, employees or other indemnitees, unless (A) the Board authorized the Proceeding (or any part of any Proceeding) prior Indemnitee will repay to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in any amount received from the Company under applicable lawthe covenants set out in clause 1 in respect of legal or other expenses or any other Liability incurred by the Indemnitee in connection with such proceeding and any such repayment must be made not later than the date on which the outcome becomes final and cannot be further appealed by any party.

Exclusions and Limitations. 5.1 Subject to the provisions of clauses 4.6 and 13.4, neither of the Sellers shall have a liability under this Deed or under the Warranties in the Agreement which relate to Taxation to the extent that:- (a) Notwithstanding any provision in this Agreementit would not have arisen but for some act, omission, transaction or arrangement carried out after the Company shall not be obligated under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee in connection with any claim or Proceeding (or any part of a Proceeding): (i) for which payment has actually been received Completion Date by or on behalf of Indemnitee under the Buyer or after the Completion Date by or on behalf of a Target Group Company or any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreementof their respective successors in title, other indemnity than any such act, omission, transaction or advancement provision arrangement (i) carried out or otherwiseeffected in the ordinary course of trading or in the ordinary course of acquiring or disposing of capital assets; or (ii) carried out or effected under a legally binding commitment created on or before Completion; (b) the Taxation Liability arises or is increased wholly or partly as a result of :- (i) an increase in rates of Taxation, or variation in the method of applying or calculating the rate of Taxation made after the Completion Date with retrospective effect; (ii) for an accounting of profits made from any administrative or judicial decision or practice or any generally accepted change in the purchase and sale (or sale and purchase) by Indemnitee of securities interpretation of the Company within law, after the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common lawCompletion Date with retrospective effect; (iii) on account the passing of any primary or subordinate legislation, or the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach making of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission any other government regulation, not in good faith force at the Completion Date with retrospective effect or which involves intentional misconduct the withdrawal or a knowing violation alteration after the date hereof of the lawany published extra statutory concession made by any fiscal or Taxation Authority and currently in operation; (iv) if the failure or omission on the part of the Buyer or any Target Group Company or any other person connected with either of them after Completion to make any valid claim, election, surrender or disclaimer or give any notice or consent or do any other thing the making, giving or doing of which was taken into account in computing any provision or reserve for Taxation in the Accounts which the Sellers have reasonably requested the Buyer in writing to make, give or perform (such indemnificationrequest, advancement or payment is prohibited by applicable lawwhere reasonably possible, to be made prior to Completion); (v) any Target Group Company waiving or surrendering after the Completion Date any Relief (other than a Buyer’s Relief) available to it relevant to the computation of any Taxation Liability or any credit against Taxation; (vi) the fact that the accounting policies of the Buyer or any Target Group Company or the application thereof (including without limitation the treatment of any assets or liabilities or of the Taxation attributable to any timing differences in future accounts of the Buyer or a Target Group Company) is changed after the Completion Date from the treatment or application of the same utilised in preparing the Accounts except changes made in order to comply with GAAP to the extent that the preparation of accounts by any of the Target Group Companies is not fully compliant therewith as at Completion; (vii) any Target Group Company (other than as a result of any act, omission or failure on behalf of the Sellers) failing to submit the returns and computations required to be made by it or not submitting such returns and computations within the appropriate time limits or submitting such returns and computations otherwise than on a proper basis, in each case on or after the Completion Date; (viii) the failure by the Buyer to comply with any of its obligations under this Deed other than as a result of any default or unreasonable delay by any of the Sellers; (c) provision, accrual or reserve has been made in the Accounts and/or the Adjustment Statement in respect of the matter to which the liability relates or that payment or discharge thereof is or has been taken into account therein or in the Accounts (provided always that this clause 5.1(c) shall only relate, in the case of the Adjustment Statement, to provisions accruals or reserves for VAT, payroll taxes and social security expenses as provided for in Part III of Schedule 7 of the Agreement); (d) the Taxation Liability has been paid or otherwise extinguished, without cost to the Buyer or any member of the Target Group, other than pursuant to the UGC Sale and Purchase Agreement; (e) the liability in respect thereof arises as a result of the appropriate provision, accrual or reserve in respect of a liability or reserve in the Accounts being insufficient by reason of any increase in rates of Taxation or variation in the method applying or calculating the rate of Taxation made after Completion; (f) such Taxation Liability would not have arisen but for the winding up of, or the cessation of a trade or business of, any Target Group Company or any change in the nature or conduct of such trade or business, where the winding up, cessation or change occurs after Completion; (g) the Buyer or any Target Group Company has been recompensed for any loss or damage suffered by either of them arising out of Indemnitee’s personal income tax payable on the breach or claim under the terms of any salaries, bonuses, director’s fees, including fees insurance policy for attending meetings, the time being in force; (h) the claim would not have arisen but for anything expressly provided to be done or any gain on disposition of shares, options omitted to be done pursuant to this Deed or restricted shares which is otherwise done or omitted to be done by the Buyer or at the written request or with the written consent of the CompanyBuyer prior to Completion; (i) any Sellers’ Reliefs are available to relieve or mitigate the Taxation Liability or would have been available to relieve or mitigate that liability but for their use by a Target Group Company after Completion and any Sellers’ Relief that is so available shall be deemed to be used in such a way as to reduce to the extent possible the Sellers’ total liability hereunder; or (vi) except as otherwise provided in Sections 14(f)‎ hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (Aj) the Board authorized Profits (which, for the Proceeding (avoidance of doubt shall not include any Profits deemed to have been earned) in respect of which the Taxation Liability arises were actually earned, accrued or received by a Target Group Company but were not reflected in the Accounts and/or the Adjustment Statement and were not distributed by any part of any Proceeding) Target Group Company prior to its initiation or (B) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable lawCompletion.

Exclusions and Limitations. 3.1 The indemnity in clause 2.1 shall not apply to: (a) Notwithstanding any provision an Indemnification Event, except as provided in this AgreementClause 3(c), that was commenced or instituted by the Indemnitee against the Company shall not be obligated under this Agreement to make any indemnification payment, advance expenses, or hold harmless Indemnitee in connection with any claim or Proceeding (or any part director or officer of a Proceeding):the Company or any of its Subsidiaries without the prior approval of the board of directors of the Company or of any of its Subsidiaries or any committee of any such board or any other persons to whom authority to grant such approval may have been delegated by such board from time to time; or (ib) any Indemnification Event if such indemnification or advance payment of Expenses would cause the Company to act in violation of applicable law (including section 172 of the Companies Act) or any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act or any registration statement filed with the Securities and Exchange Commission (“SEC”) under the Securities Act; or (c) any Indemnification Event for which payment has actually been received by final judgment or on behalf of adjudication is rendered against Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (ii) for an accounting accounting, disgorgement or repayment of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within against Indemnitee, or in connection with a settlement by or on behalf of Indemnitee to the meaning extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section section 16(b) of the Exchange Act Act. (d) any Liability relating to any taxation or national insurance payable by the Indemnitee in connection with remuneration or other payments or benefits received from the Company or any successor rule) or similar provisions of state statutory law or common lawits Subsidiaries; (iiie) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty any Indemnification Event, to the Company or its shareholders or extent that the Indemnitee is an act or omission not entitled to recover from any other person (including under any policy of insurance) any amount in good faith or which involves intentional misconduct or relation to a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the CompanyClaim; or (vif) except as otherwise provided in Sections 14(f)‎ hereofany Liability incurred by, in connection with any Proceeding (or any part Claim made against, the Indemnitee which the Board reasonably determines arises out of, or is attributable to, the Indemnitee’s fraud, wilful default, wilful misconduct, reckless conduct, dishonesty, deliberate criminal conduct or act of any Proceeding) initiated bad faith (“Misconduct”), save that if a court, tribunal or regulatory authority thereafter finally determines that the relevant Liability or Claim did not arise from, or was not attributable to, the Indemnitee’s Misconduct, the Indemnitee may, by Indemniteenotice to the Company, including any Proceeding (or any part request payment of any Proceeding) initiated by Indemnitee against such amount from the Company or its directors, officers, employees or other indemnitees, unless (A) as the Company would have been liable to pay under this deed had the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (B) not made such a determination and the Company provides the indemnification or hold harmless paymentshall, in its sole discretion, pursuant subject to the powers vested provisions of clause 2.4, pay such amount to the Indemnitee (without interest) within 28 days of the receipt of the evidence referred to in the Company under applicable lawthat clause.

Exclusions and Limitations. 3.1 The indemnity in clause 2.1 shall not apply to: (a) Notwithstanding the extent prohibited by the CA 2006 or otherwise prohibited by law; (b) any provision in this Agreement, Liability incurred by the [Director/Officer] to the Company shall not be obligated under this Agreement to make or any indemnification payment, advance expensesAssociated Company; (c) a fine imposed in criminal proceedings, or hold harmless Indemnitee a sum payable to a regulatory authority by way of a penalty in connection respect of non-compliance with any claim or Proceeding (or any part requirement of a Proceeding):regulatory nature (however arising); (d) other than as provided in clause 6.6, any Liability incurred by the [Director/Officer]: (i) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwisein defending criminal proceedings; (ii) for an accounting of profits made from the purchase and sale (or sale and purchase) in defending civil proceedings brought by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; (iii) on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; (iv) if such indemnification, advancement or payment is prohibited by applicable law; (v) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or any gain on disposition of shares, options or restricted shares of the Associated Company; or (viiii) except as otherwise provided in Sections 14(f)‎ hereof, [in connection with any Proceeding Application for Relief;]4 (e) any Liability relating to any taxation or any part of any Proceeding) initiated national insurance payable by Indemnitee, including any Proceeding (the [Director/Officer] in connection with his remuneration or any part of any Proceeding) initiated by Indemnitee against other payments or benefits received from the Company or any of its directors, officers, employees or Subsidiaries; (f) the extent that the [Director/Officer] is entitled to recover from any other indemniteesperson (including under any policy of insurance) any amount in relation to a Claim, unless such amount is contingent on the [Director/Officer] having first exhausted his rights to indemnification in respect of the relevant Liability under this deed; (Ag) any Liability incurred by, or any Claim made against, the [Director/Officer] which the Board authorized reasonably determines arises out of the Proceeding [Director’s/Officer’s] fraud, wilful default, wilful misconduct, reckless conduct, dishonesty or act of bad faith 4 Note to Draft: Delete for Officer’s deed of indemnity. (Misconduct), save that if a court, tribunal or any part regulatory authority thereafter finally determines that the relevant Liability or Claim did not arise from the [Director’s/Officer’s] Misconduct, the [Director/Officer] may, by notice to the Company, request payment of any Proceeding) prior to its initiation or (B) such amount from the Company provides as the indemnification or hold harmless paymentCompany would have been liable to pay under this deed had the Board not made such a determination and the Company shall, in its sole discretion, pursuant subject to the powers vested provisions of clause 2.4, pay such amount to the [Director/Officer] (without interest) within 28 days of the receipt of the evidence referred to in the Company under applicable lawthat clause.