Common use of Indemnities and exclusions of liability Clause in Contracts

Indemnities and exclusions of liability. 12.1 The Company hereby undertakes with each of the Managers and their respective Affiliates, including their respective directors, officers, employees and agents, in each case whether present or future (each an “Indemnified Person” and in relation to each Manager, its “Indemnified Persons”) to indemnify and hold each Indemnified Person harmless from and against all and any Claims and Losses which any Indemnified Person may incur in investigating, preparing, disputing or defending, or providing evidence in connection with, any Claim (whether or not such Indemnified Person is an actual or potential party to such Claim), or in establishing any Claim or mitigating any Loss on its part or in seeking advice regarding any Claim or in any other way in connection with or related to the indemnity contained in this Clause 12.1 which shall be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise and which arise, directly or indirectly, in connection with or out of: 12.1.1 there being any untrue statement or alleged untrue statement of a material fact in the Offer Documents (or any of them) or an omission or alleged omission to state in any of the Offer Documents a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading except insofar as such Losses or Claims are caused by any such untrue statement or omission contained in the information supplied by the Managers and listed in Schedule 7 hereto; 12.1.2 the Offer Documents (or any of them) not containing or fairly presenting, or being alleged not to contain or to fairly present, all the information required by, or in a manner required by, law or regulation to be stated therein; 12.1.3 any actual or alleged breach by the Company of any of its obligations under this Agreement (including, for the avoidance of doubt, any actual or alleged breach by the Company of any of the Warranties or undertakings contained or referred to in this Agreement, and any circumstances constituting such a breach), or under the arrangements contemplated by the Offer Documents, or any of them, or under any other agreement to be entered into by the Company in connection with the Global Offer or Admission; 12.1.4 any actual or alleged failure by the Company or any of its Directors, agents, employees or advisers to comply with the rules and regulations of the Exchanges or any other applicable requirement or statute, law or regulation in any jurisdiction in relation to the offering of the Offer Shares; 12.1.5 the distribution, issue or approval of the Offer Documents or any of them, or any other documents or materials in connection with the Global Offer and/or Admission, including any statement contained in any document issued by or on behalf of the Company, information provided or publicly generated (in writing or orally), not being, or being alleged not to be, complete, true, accurate, fair and reasonable or being, or being alleged to be, misleading; or 12.1.6 the offering of the Firm Shares to retail investors in the Netherlands, Belgium, France or Portugal, provided, however, that no Indemnified Person shall be entitled to be indemnified by any Indemnifying Party in respect of any Claims or Losses under this Clause 12.1.6 to the extent that they are judicially determined in a final adjudication by a court of competent jurisdiction to result primarily from the wilful default or gross negligence of such Indemnified Person, in which case such Indemnified Party shall repay to the relevant Indemnifying Party any amount received from such Indemnifying Party in respect of such Claims or Losses pursuant to this Clause 12.1.6. 12.2 The Selling Shareholder shall indemnify each Indemnified Person against all Claims which may be instituted, made, threatened or alleged against or otherwise involve, any Indemnified Person and all Losses suffered by such Indemnified Person including (without limitation) all Losses which any Indemnified Person may incur in investigating, preparing, disputing or defending, or providing evidence in connection with, any Claim (whether or not such Indemnified Person is an actual or potential party to such Claim), or in establishing any Claim or mitigating any Loss on its part or in seeking advice regarding any Claim or in any other way in connection with or related to the indemnity contained in this Clause 12.2 which shall be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise and which arise, directly or indirectly, in connection with or out of: 12.2.1 the actual or alleged breach by the Selling Shareholder of any of the representations, Warranties or undertakings given under this Agreement or of any other obligation of the Selling Shareholder pursuant to this Agreement; or 12.2.2 the Selling Shareholder Information containing any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 12.3 Each of the Company, with respect to the indemnity set out in Clause 12.1, and the Selling Shareholder, with respect to the indemnity set out in Clause 12.2, is herein referred to as an “Indemnifying Party”.