Common use of Specific Indemnity Clause in Contracts

Specific Indemnity. Notwithstanding anything to the contrary set out herein and anything specifically Disclosed in the Disclosure Schedule, but without prejudice to the generality of this section, the Indemnifying Party agrees to defend and hold harmless the Indemnified Parties from and against all losses, expenses, costs, Damages, liabilities, penalties, judgments, costs (including legal costs), charges, actions, proceedings, interest, fine and demands arising on account of: (a) any liabilities arising out of the engagements with the restaurants that the Company deals with; (b) breach, if any, of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations framed thereunder; (c) any incompleteness, inaccuracy or discrepancy in the accounts, books, ledgers, or financial or other records of the Company, resulting in adverse variations in excess of 5% (five percent) from any one or more of the items of information Disclosed to the Investors prior to the Execution Date; (d) any liability arising in connection with the Foreign Exchange Management Act, 1999 (and the rules and regulations made thereunder) and / or the foreign direct investment policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Ministry of Commerce, Government of India, including any late submission fees imposed on the Company with relation to late filing of requisite forms under the Foreign Exchange Management Act, 1999; (e) any liabilities arising out of (i) any orders of a court/tribunal relating to employees’ provident fund or state insurance contributions/dues, and/or (ii) inadequate or delayed provident fund or state insurance contributions made by the Company, under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 or the Employees’ State Insurance Act, 1948, respectively, including all interest and taxes related thereto; (f) breach, if any, of the FSSAI (Licensing and Registration) Amendment Regulations, 2018; and/or (g) any liability arising out of any orders of a court/tribunal or Governmental Authority under the Central Goods and Services Tax Act, 2017, State Goods and Services Tax Act, 2017, and/or the Integrated Goods and Services Tax Act, 2017 in connection with any dues or payment of Taxes by the Company. (each a “Specific Indemnity Event”)

Specific Indemnity. Notwithstanding anything to the contrary set out herein and anything specifically Disclosed in the Disclosure Schedule, but without prejudice to the generality of this section, the Indemnifying Party agrees to defend 12.1 ▇▇▇▇▇▇▇▇ will fully indemnify and hold SBS and the Company harmless the Indemnified Parties from against and against all losses, expenses, costs, Damages, liabilities, penalties, judgments, costs (including legal costs), charges, actions, proceedings, interest, fine and demands arising will pay on account ofa Euro for Euro basis for: (a) any liabilities arising out and all Taxation in the widest sense (including any tax amount due, interest, penalties, costs etc.) resulting from the refusal, cancellation and/or in any other way not (longer) allowing by the Tax Authorities of the engagements with use of the restaurants that facility under article 14 CITA (Wet op de Vennootschapsbelasting) for the Company deals withtransactions contemplated by this agreement and related agreements; (b) breach, if any, any liability resulting from the indemnity granted by the Company to RTL 4 Beheer B.V. (RTL 4) in the agreement dated 12 May 2000 relating to the withdrawal of RTL 4 from the provisions of the Food Safety and Standards Act, 2006 limited partnership with ▇▇▇▇▇▇▇▇ and the rules and regulations framed thereunderCompany; (c) any incompletenessliability resulting from an indemnity or warranty or otherwise granted by the Company or ▇▇▇▇▇▇▇▇ ▇▇▇▇ CV, inaccuracy inter alia, relating to or discrepancy in connection with the accounts, books, ledgers, or financial or other records sale of the Companyshares in Race Report Uitgeverij B.V., resulting in adverse variations in excess of 5% (five percent) from any one or more a limited liability company organised under the laws of the items of information Disclosed to the Investors prior to the Execution DateNetherlands; (d) any liability arising in connection with the Foreign Exchange Management Act, 1999 Taxation (and the rules and regulations made thereunder) and / or the foreign direct investment policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Ministry of Commerce, Government of India, including any late submission fees imposed on tax amount due, interest, penalties, costs etc) that originate and/or can be allocated to the Company with relation period up to late filing of requisite forms under the Foreign Exchange Management Act, 1999Signing; (e) any liabilities arising out (tax) liability resulting from the restructuring by ▇▇▇▇▇▇▇▇, with the exception of (i) any orders of liability resulting from a court/tribunal relating to employees’ provident fund or state insurance contributions/dues, and/or (ii) inadequate or delayed provident fund or state insurance contributions made breach by the Company, under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 SBS or the Employees’ State Insurance Act, 1948, respectively, including all interest Company of their obligations as set out under clause 16.5 and taxes related theretonotwithstanding the provisions under clause 16.6; (f) breachany and all liabilities, if anyclaims and costs incurred by the Company in connection with any guarantees, sureties and/or statements of joint liability issued by the FSSAI Company on behalf of or in favour of third parties (Licensing including any members of Veronica’s Group) and Registrationany legal (wettelijke aansprakelijkheid) Amendment Regulationsor contractual liability for obligations (including obligations relating to Taxation) of third parties (including any members of Veronica’s Group), 2018; and/orto the extent that no sufficient provision has been included in the Completion Balance Sheet; (g) rights of recourse (regresrecht) of third parties (including any liability arising out members of Veronica’s Group) against the Company, in relation to obligations referred to under sub-paragraph (b), to the extent that no sufficient provision has been included in the Completion Balance Sheet. 12.2 ▇▇▇▇▇▇▇▇ shall not be liable in respect of any orders of a court/tribunal or Governmental Authority claim under the Central Goods indemnities set out in clause 12.1 (the Indemnity Claim) if and Services Tax Actto the extent: (a) adequate provision in accordance with GAAP is made in the Pro Forma Completion Balance Sheet with respect to the Indemnity Claim; (b) it would not have arisen but for a change in legislation (excluding case law) made after the date of this agreement (whether relating to Taxation, 2017, State Goods and Services Tax Act, 2017, and/or rates of Taxation or otherwise); (c) the Integrated Goods and Services Tax Act, 2017 Company actually received a tax refund or a reduction in connection with any dues or payment of Taxes tax actually payable by the Company. , to the extent that such refund or reduction is directly attributable to the facts giving rise to the Indemnity Claim; (each d) for which SBS actually received a tax refund or a reduction in tax actually payable by SBS, to the extent that such refund or reduction is directly attributable to the facts giving rise to the Indemnity Claim; (e) for which the Company actually received an amount under any insurance policy or from any Third Party, to the extent that such amount is directly attributable to the facts giving rise to the Indemnity Claim; (f) for which SBS actually received an amount under any insurance policy or from any Third Party, to the extent that such amount is directly attributable to the facts giving rise to the Indemnity Claim; (g) which would not have arisen but for a change after Signing in the accounting bases on which the Company values its assets; (h) which has been taken into account in the Aggregate Amount or for which SBS or the Company received indemnification under a Warranty Claim. 12.3 For the avoidance of doubt the liability of ▇▇▇▇▇▇▇▇ under this clause will not be limited or qualified in any respect by the clause headed “Specific Indemnity Event”Liability Limits” (except as specifically provided otherwise), with the exception of clause 11.1(c) and clause 11.6.

Specific Indemnity. Notwithstanding anything to the contrary set out herein and anything specifically Disclosed in the Disclosure Schedule, but without prejudice to the generality of this section, the Indemnifying Party agrees to defend and hold harmless the Indemnified Parties from and against all losses, expenses, costs, Damages, liabilities, penalties, judgments, costs (including legal costs), charges, actions, proceedings, interest, fine and demands arising on account of: (a) any liabilities arising out of the engagements with the restaurants that the Company deals with; (b) breach, if any, of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations framed thereunder; (c) any incompleteness, inaccuracy or discrepancy in the accounts, books, ledgers, or financial or other records of the Company, resulting in adverse variations in excess of 5% (five percent) from any one or more of the items of information Disclosed to the Investors prior to the Execution Date; (d) any liability arising in connection with the Foreign Exchange Management Act, 1999 (and the rules and regulations made thereunder) and / or the foreign direct investment policy issued by the Department for Promotion of Industry Industrial Policy and Internal Trade, Ministry of Commerce and IndustryPromotion, Ministry of Commerce, Government of India, including any late submission fees imposed on the Company with relation to late filing of requisite forms under the Foreign Exchange Management Act, 1999; (e) any liabilities arising out of (i) any orders of a court/tribunal relating to employees’ provident fund or state insurance contributions/dues, and/or (ii) inadequate or delayed provident fund or state insurance contributions made by the Company, under the Employees’ ' Provident Funds and Miscellaneous Provisions Act, 1952 or the Employees’ State Insurance Act, 1948, respectively, including all interest and taxes related thereto; (f) breach, if any, of the FSSAI (Licensing and Registration) Amendment Regulations, 2018; and/or (g) any liability arising out of any orders of a court/tribunal or Governmental Authority under the Central Goods and Services Tax Act, 2017, State Goods and Services Tax Act, 2017, and/or the Integrated Goods and Services Tax Act, 2017 in connection with any dues or payment of Taxes by the Company. (each a “Specific Indemnity Event”).

Specific Indemnity. Notwithstanding anything to the contrary set out herein and anything specifically Disclosed in the Disclosure Schedule, but without prejudice to the generality of this section, the Indemnifying Party agrees to defend and hold harmless the Indemnified Parties from and against all losses, expenses, costs, Damages, liabilities, penalties, judgments, costs (including legal costs), charges, actions, proceedings, interest, fine and demands arising on account of: (a) any liabilities arising out of the engagements with the restaurants that the Company deals with; (b) breach, if any, of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations framed thereunder; (c) any incompleteness, inaccuracy or discrepancy in the accounts, books, ledgers, or financial or other records of the Company, resulting in adverse variations in excess of 5% (five percent) from any one or more of the items of information Disclosed to the Investors Investor prior to the Execution Date; (d) any liability arising in connection with the Foreign Exchange Management Act, 1999 (and the rules and regulations made thereunder) and / or the foreign direct investment policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Ministry of Commerce, Government of India, including any late submission fees imposed on the Company with relation to late filing of requisite forms under the Foreign Exchange Management Act, 1999; (e) any liabilities arising out of (i) any orders of a court/tribunal relating to employees’ provident fund or state insurance contributions/dues, and/or (ii) inadequate or delayed provident fund or state insurance contributions made by the Company, under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 or the Employees’ State Insurance Act, 1948, respectively, including all interest and taxes related thereto; (f) breach, if any, of the FSSAI (Licensing and Registration) Amendment Regulations, 2018; and/or (g) any liability arising out of any orders of a court/tribunal or Governmental Authority under the Central Goods and Services Tax Act, 2017, State Goods and Services Tax Act, 2017, and/or the Integrated Goods and Services Tax Act, 2017 2017, and/or the Income Tax Act, 1961 in connection with any dues or payment of Taxes by the Company. (each a “Specific Indemnity Event”).