Common use of Responsibility of the Vendor Clause in Contracts

Responsibility of the Vendor. 6.1 The Vendor hereby pays to the Purchaser (and the Purchaser accepts, with effect on the date of credit into the Purchaser’s designated bank account) the payment of €3,100,000. The payment is being made by the Vendor by way of a wire transfer of immediately available funds to the Purchaser’s designated bank account. Available evidence showing initiation of such wire transfer is attached hereto as Schedule 6.1. 6.2 In view of the above, the Parties mutually agree the following and allocate the above payment as follows: (i) The Vendor does not undertake any liability for any severance payable to any of the Staff Employed, regardless of whether the termination giving rise to such severance was performed with (or without) cause after the Date of Transfer, including, but not limited to, any termination of employment relating to the business (or lack thereof) with Vodafone, in consideration of such exoneration of liability the Purchaser receives from the Vendor the amount of € 1,500,000. The Purchaser shall be liable to the Vendor for any liability payable by the Vendor to the government (Tesoro Publico) arising out of or as a result of a collective dismissal involving the Staff Employed carried out by the Purchaser after the Date of Transfer. (ii) Any labor claim of any kind or nature (and any potential liabilities resulting therefrom) brought after the Date of Transfer by any of the Staff Employed relating to his or her employment shall be borne by the Purchaser, except only for those labor claims relating to wage differentials (but excepting those relating to mandatory salary adjustments) accrued through 31 March 2012, shall be borne by the Vendor. For the avoidance of doubt, any labor claims by the Staff Employed for salary adjustments for the years 2010 and 2011 and up to 31 March 2012, as such adjustments may be established by the new industry relevant collective agreement, shall be borne solely by the Purchaser and the Vendor shall bear no liability thereof; in consideration of the exoneration of liability and the Purchaser’s assumption of the cost for the mandatory salary adjustment set forth in the clause 6.2(iii), the Purchase receives from the Vendor the amount of € 1,400,000. (iii) Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that except only for that liability (if any) resulting from fraud (“dolo”) by the Vendor and the breach by the Vendor of the Vendor’s representations set forth under clause 5.1 and for which the Vendor has agreed to indemnify the Purchaser hereunder, the Purchaser shall have no course of action against the Vendor for any other liability (whether asserted or unasserted, whether determined, determinable or otherwise, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due, whether known or unknown at the date hereof) belonging or otherwise allocable to the Business, including, without limitation, that liability belonging or otherwise allocable to the Business that is based upon or that results from the operation of the Company or the Business on, prior to, or after the date hereof. In this respect, the Purchaser shall not exercise any action to seek any Vendor’s liability, and in consideration of the same the Purchaser receives from the Vendor the amount of € 200,000. (iv) the Vendor shall make its best reasonable efforts to procure that the current Site manager (▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) facilitates an appropriate transmission of the Business with no consideration and for a maximum term of 3 months as from the Date of Transfer. During that period, the Site manager shall assist and collaborate with the Purchaser to secure an appropriate transmission of the Business on a full time basis. Any costs and expenses relating to the Site manager, including the termination of her employment agreement and any other cost of labour nature and of social security shall be on the account of the Vendor. (v) Without enlarging the Vendor’s limited liability herein, the Vendor expressly acknowledges that the Purchaser’s liability before the Vendor is limited exclusively to i) the disclaimer set forth under clause 3.3. ii) the Purchaser’s representations set forth under clause 5.2., iii) any labour claim of any kind and nature brought after the Date of Transfer by any of the Staff Employed relating to his or her employment, except for those covered by the Vendor pursuant to this Agreement, and iv) liabilities incurred by the Vendor and payable to the government as a result of a collective dismissal involving the Staff Employed carried out by the Purchaser after the Date of Transfer. (vi) The Vendor’s acknowledgement above (v) and the allocation of the Vendor’s payment described above does not widen or otherwise alter the scope of the Vendor’s potential liability to the Purchaser set forth in this Agreement. Additionally, the allocation of the Vendor’s payment to the liabilities described in items (i) through (iii) above does not mean that the Vendor shall be liable to the Purchaser for the amount by which the liability (should it materialise) exceed the amount allocated to such liability.

Responsibility of the Vendor. 6.1 A. The Vendor hereby pays VENDOR shall be responsible for the professional quality and the coordination of all SERVICES furnished by the VENDOR under this Contract. The VENDOR shall, without additional compensation, correct or revise any errors or deficiencies in its providing of SERVICES. B. The Project Manager, Janitorial Supervisor and Quality Assurance Supervisor must be currently employed by the FIRM, and must be licensed to work in the State of Florida. C. Substitution of the Project Manager, Janitorial Supervisor, Quality Assurance Supervisor or Other Key Personnel: The VENDOR shall not substitute any key personnel without the prior written approval of the LIBRARY’s Contract Administrator. Any such requests shall be supported by comprehensive documentation outlining the reason(s) for the proposed substitution to include the specific qualifications of the proposed substitute. Approval of the request shall be at the discretion of the LIBRARY. Further, the LIBRARY, in lieu of approving a substitution, may initiate other actions under the contract, including termination. D. Neither the LIBRARY’S review, approval or acceptance of, nor payment for, the SERVICES required under this Contract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and the VENDOR shall be and remain liable to the Purchaser (and the Purchaser accepts, LIBRARY in accordance with effect on the date of credit into the Purchaser’s designated bank account) the payment of €3,100,000. The payment is being made applicable law for all damages suffered directly or indirectly by the Vendor LIBRARY caused by way the VENDOR’S negligent performance of a wire transfer of immediately available funds to the Purchaser’s designated bank account. Available evidence showing initiation of such wire transfer is attached hereto as Schedule 6.1. 6.2 In view of the above, the Parties mutually agree the following and allocate the above payment as follows: (i) The Vendor does not undertake any liability for any severance payable to any of the Staff Employed, regardless of whether the termination giving rise to such severance was performed with (or without) cause after the Date of Transfer, including, but not limited to, any termination of employment relating to the business (or lack thereof) with Vodafone, in consideration of such exoneration of liability the Purchaser receives from the Vendor the amount of € 1,500,000SERVICES furnished under this Contract. The Purchaser rights and remedies of the LIBRARY provided for under this Contract are in addition to any other rights and remedies provided by law. E. If the VENDOR is comprised of more than one legal entity, each such entity shall be jointly and severally liable to the Vendor for any liability payable by the Vendor to the government (Tesoro Publico) arising out of or as a result of a collective dismissal involving the Staff Employed carried out by the Purchaser after the Date of Transferhereunder. (ii) Any labor claim of F. The LIBRARY may require in writing that the VENDOR remove from any kind or nature (and any potential liabilities resulting therefrom) brought after the Date of Transfer by LIBRARY location any of the Staff Employed relating VENDOR’S personnel that the LIBRARY determines to his or her employment shall be borne by the Purchaserincompetent, except only for those labor claims relating to wage differentials (but excepting those relating to mandatory salary adjustments) accrued through 31 March 2012, shall be borne by the Vendor. For the avoidance of doubt, any labor claims by the Staff Employed for salary adjustments for the years 2010 and 2011 and up to 31 March 2012, as such adjustments may be established by the new industry relevant collective agreement, shall be borne solely by the Purchaser and the Vendor shall bear no liability thereof; in consideration of the exoneration of liability and the Purchaser’s assumption of the cost for the mandatory salary adjustment set forth in the clause 6.2(iii), the Purchase receives from the Vendor the amount of € 1,400,000. (iii) Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that except only for that liability (if any) resulting from fraud (“dolo”) by the Vendor and the breach by the Vendor of the Vendor’s representations set forth under clause 5.1 and for which the Vendor has agreed to indemnify the Purchaser hereunder, the Purchaser shall have no course of action against the Vendor for any other liability (whether asserted or unasserted, whether determined, determinable or otherwise, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due, whether known or unknown at the date hereof) belonging careless or otherwise allocable to objectionable. No claims for an increase in Contract Amount or Contract Time based on the Business, including, without limitation, that liability belonging or otherwise allocable to LIBRARY’s use of this provision will be valid. VENDOR shall indemnify and hold the Business that is based upon or that results LIBRARY harmless from the operation of the Company or the Business on, prior to, or after the date hereof. In this respect, the Purchaser shall not exercise and against any action to seek any Vendor’s liability, and in consideration of the same the Purchaser receives from the Vendor the amount of € 200,000. (iv) the Vendor shall make its best reasonable efforts to procure that the current Site manager (▇▇▇. ▇▇▇▇▇ claim by ▇▇▇▇▇▇▇▇▇) facilitates an appropriate transmission of the Business with no consideration and for a maximum term of 3 months as from the Date of Transfer. During that period, the Site manager shall assist and collaborate with the Purchaser to secure an appropriate transmission of the Business ’s personnel on a full time basis. Any costs and expenses relating to the Site manager, including the termination of her employment agreement and any other cost of labour nature and of social security shall be on the account of the Vendoruse of this provision. (v) Without enlarging G. The LIBRARY will provide the Vendor’s limited liability herein, the Vendor expressly acknowledges that the Purchaser’s liability before the Vendor is limited exclusively to i) the disclaimer set forth under clause 3.3. ii) the Purchaser’s representations set forth under clause 5.2., iii) any labour claim of any kind and nature brought after the Date of Transfer by any VENDOR a copy of the Staff Employed relating LIBRARY’s Rules of Conduct, which will apply to his the VENDOR personnel while on the LIBRARY’s own or her employment, except for those covered leased property. H. VENDOR shall coordinate its SERVICES with the SERVICES performed by the Vendor pursuant to this Agreement, and iv) liabilities incurred LIBRARY’s other VENDORs engaged by the Vendor and payable to the government as a result of a collective dismissal involving the Staff Employed carried out by the Purchaser after the Date of Transfer. (vi) The Vendor’s acknowledgement above (v) and the allocation of the Vendor’s payment described above does not widen or otherwise alter the scope of the Vendor’s potential liability to the Purchaser set forth in this Agreement. Additionally, the allocation of the Vendor’s payment to the liabilities described in items (i) through (iii) above does not mean that the Vendor shall be liable to the Purchaser Library for the amount by which the liability (should it materialise) exceed the amount allocated to such liabilityvarious projects.