Common use of Transaction undertaking to pay Clause in Contracts

Transaction undertaking to pay. (a) The Company undertakes to pay (or, subject to any applicable financial assistance limitations binding on such Obligor, ensure that an Obligor pays) each Finance Party within three Business Days of demand an amount equal to any liability, damages, loss, cost or expense (including legal fees, costs and expenses) incurred by or awarded against that Finance Party or any of its Affiliates or any of its (or its Affiliates’) directors, officers, employees or agents (each a “Relevant Party”) arising out of, in connection with or based on: (i) the Transaction, the Offer, the Squeeze-out and/or the Sell-out (in each case whether or not made); (ii) any Relevant Party financing or refinancing, or agreeing to finance or refinance the Transaction, the Offer, the Squeeze-out and/or the Sell-out; or (iii) this Agreement, the provision of the Facility and/or the use of proceeds of any Loan, (including, without limitation, any actual or potential action, claim, suit, investigation or proceeding arising out of, in connection with or based on the same), except to the extent such liability, damages, loss, cost or expense incurred or awarded results from any breach by a Finance Party of a Finance Document which is finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party. (b) Each Obligor undertakes to pay each Finance Party, within three Business Days of demand, an amount equal to any cost or expense (including legal fees, costs and expenses) incurred by any Relevant Party in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising out of, in connection with or based on any of the above, whether or not pending or threatened and whether or not any Relevant Party is a party. (c) No Finance Party shall have any duty or obligation, whether as fiduciary for any Relevant Party or otherwise, to recover any payment made or required to be made under paragraph (a) above. (d) Each Obligor agrees that no Relevant Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of if its Affiliates for or in connection with anything referred to in paragraph (a) above except for any such liability, damages, loss, cost or expense incurred by the Company that results directly from any breach by that Relevant Party of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party.

Transaction undertaking to pay. (a) The Company undertakes to pay (or, subject to any applicable financial assistance limitations binding on such Obligor, ensure that an Obligor pays) each Finance Party within three Business Days of demand an amount equal to any liability, damages, loss, cost or expense (including legal fees, costs and expenses) incurred by or awarded against that Finance Party or any of its Affiliates or any of its (or its Affiliates’) directors, officers, employees or agents (each a “Relevant Party”) arising out ofof or, in connection with any actual or based onpotential action, claim, suit, investigation or proceeding arising out of or, in connection with: (i) the Transaction, the Offer, the Squeeze-out and/or the Sell-out Offer (in each case whether or not made);; or (ii) any Relevant Party financing or refinancing, or agreeing to finance or refinance the Transaction, the Offer, the Squeeze-out and/or the Sell-out; or (iii) this Agreement, the provision of the Facility and/or the use of proceeds Offer or any other acquisition of any Loan▇▇▇▇▇▇▇▇▇ ADSs or ▇▇▇▇▇▇▇▇▇ Shares by the Company, (includingBidco, without limitationBidco 2 or anyone acting in concert with the Company, any actual Bidco or potential action, claim, suit, investigation or proceeding arising out of, in connection with or based on the same)Bidco 2, except to the extent such liability, damages, loss, cost or expense incurred or awarded results from any breach by a Finance Party of a Finance Document or which is finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party. (b) Each Obligor The Company undertakes to pay each Finance Party, within three Business Days of demand, an amount equal to any cost or expense (including legal fees, costs and expenses) incurred by any Relevant Party in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding arising out ofof or, in connection with the Offer or based on the acquisition of any ▇▇▇▇▇▇▇▇▇ Shares or ▇▇▇▇▇▇▇▇▇ ADSs or such Finance Party financing or refinancing or agreeing to finance or refinance the Offer or the acquisition of the above, any ▇▇▇▇▇▇▇▇▇ Shares or ▇▇▇▇▇▇▇▇▇ ADSs whether or not pending or threatened and whether or not any Relevant Party is a party, except to the extent arising from any breach by such Finance Party of a Finance Document or which is finally judicially determined to have resulted directly or indirectly from the gross negligence or wilful misconduct of that Finance Party. (c) No Finance Party shall have any duty or obligation, whether as fiduciary for any Relevant Party or otherwise, to recover any payment made or required to be made under paragraph (a) above). (d) Each Obligor The Company agrees that no Relevant Party shall have any liability (whether direct or indirect, in contract contact or tort or otherwise) to the Company or any of if its Affiliates for or in connection with anything referred to in paragraph (a) above except for any such liability, damages, loss, cost or expense incurred by the Company that results directly from any breach by that Relevant Party of any Finance Document or which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party. (e) Notwithstanding paragraph (d) of Clause 16.5 above, no Relevant Party shall be responsible or have any liability to the Company or any of its Affiliates or anyone else for consequential losses or damages.

Transaction undertaking to pay. (a) The Company Borrower undertakes to pay the Lender within five (or, subject to any applicable financial assistance limitations binding on such Obligor, ensure that an Obligor pays5) each Finance Party within three Business Days of demand an amount equal to any liability, damages, loss, cost or expense (including legal fees, costs and expenses) incurred by or awarded against that Finance Party the Lender or any of its Affiliates or any of its (or its Affiliates’) directors, officers, employees or agents (each a “Relevant Party”) arising out of, in connection with or based on: (i) the Transaction, the Offer, the Squeeze-out and/or the Sell-out (in each case whether or not made); (ii) any Relevant Party financing or refinancing, or agreeing to finance or refinance the Transaction, the Offer, the Squeeze-out and/or the Sell-out; or (iii) this Agreement, the provision of the Facility and/or on the use of proceeds of any Loan, (including, without limitation, any actual or potential action, claim, suit, investigation or proceeding arising out of, in connection with or based on the same), except to the extent such liability, damages, loss, cost or expense incurred or awarded results from any breach by a Finance Party the Lender of a Finance Document which is finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party. (b) Each Obligor The Borrower undertakes to pay each Finance Partythe Lender, within three five (5) Business Days of demand, an amount equal to any cost or expense (including legal fees, costs and expenses) incurred by any Relevant Party in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation enquiry, investigation, subpoena (or similar order) or litigation or other proceeding arising out of, in connection with or based on any of the above or with respect to any of the matters referred to in Clause 15.4 (a) above, whether or not pending or threatened and whether or not any Relevant Party is a party. (c) No Finance Party The Lender shall not have any duty or obligation, whether as fiduciary for any Relevant Party or otherwise, to recover any payment made or required to be made under paragraph Clause 15.4 (a) above). (d) Each Obligor The Borrower agrees that no Relevant Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company Borrower or any of if its Affiliates for or in connection with anything referred to in paragraph (aClause 15.4(a) above except for any such liability, damages, loss, cost or expense incurred by the Company Borrower that results directly from any breach by that Relevant Party of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party. (e) Notwithstanding Clause 15.4(d) above, no Relevant Party shall be responsible or have any liability to the Borrower or any of its Affiliates or anyone else for any reason, including without limitation: (a) in respect of any advice or opinion which may be given to the Borrower in respect of the Facility; and (b) for any expense, loss or damage suffered by the Borrower as a result of, or in connection with the Facility or any action taken by the Lender which is permitted under the Facility.