Common use of UNDERTAKINGS AND INDEMNITIES Clause in Contracts

UNDERTAKINGS AND INDEMNITIES. 9.1 Other than as contemplated by this Agreement or any Transaction Document, upon and following Closing and in consideration for the terms of this Agreement, the Seller irrevocably waives, releases and discharges, to the fullest extent permitted by law (and the Seller shall procure that each of its Affiliates shall do the same) any actions, claims or proceedings by the Seller and/or its Affiliates against any of the Target Companies or for sums due by any Target Company to the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such actions, claims, proceedings or sums. 9.2 Upon and following Closing, the Seller shall use reasonable endeavours to procure that each of the Target Companies shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Target Companies for the benefit of, or in respect of a liability or obligations of, the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such guarantee or similar surety. 9.3 Upon and following Closing, the Purchaser shall use reasonable endeavours to procure that the Seller and each of its Affiliates shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Seller and/or its Affiliates for the benefit of, or in respect of a liability or obligations of, any Target Company. Pending such release, the Purchaser shall indemnify the Seller and its Affiliates and hold the Seller and its Affiliates harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Seller or any of its Affiliates in relation to such guarantee or similar surety. 9.4 Other than as contemplated by the Transition Services Agreement, pursuant to Clause 7.4 in relation to the Retained CME Programming Contracts and CME Programming Sublicences relating to the Retained CME Programming Contracts, and/or relating to the services that were provided under the CME Consultancy Agreements prior to Closing, if and to the extent that legal title or interest to any asset which is exclusively used by any Target Company is owned by or licensed to the Seller or its Affiliates at Closing, the Seller, if required by the Purchaser, shall (or shall procure that the relevant Affiliate shall): 9.4.1 execute or procure the execution of all such deeds or documents as may be reasonably necessary for the purposes of transferring such assets or the relevant interests in them to the Purchaser (or, at the Purchaser’s sole discretion, any Target Company) for nil consideration; 9.4.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as may reasonably be necessary in order to vest such assets or the relevant interests in them to the Purchaser (or Target Company, as applicable); and 9.4.3 hold such assets, or the relevant interests in the asset, or procure that such assets, or the relevant interests in the asset, are held, on trust for the Purchaser (or Target Company, as applicable), to the extent permitted by any relevant law, until such time as the transfer is validly effected to vest the asset or relevant interest to the Purchaser (or Target Company, as applicable). For the purposes of this Clause 9.4, “exclusively used” shall mean that such asset is: (i) used by any Target Company; and (ii) is not used by the Seller or its Affiliates (excluding the Target Companies) after Closing and has not been so used by the Seller or its Affiliates (excluding the Target Companies) during the six months prior to the Execution Date. 9.5 Other than as contemplated by the Transition Services Agreement, if and to the extent that legal title or interest to any asset which is exclusively used by the Seller or its Affiliates is owned by or licensed to the Target Companies at Closing, the Purchaser, if required by the Seller, shall (or shall procure that the relevant Target Company shall): 9.5.1 execute or procure the execution of all such deeds or documents as may be reasonably necessary for the purposes of transferring such assets or the relevant interests in them to the Seller (or, at the Seller’s sole discretion, any Affiliate) for nil consideration; 9.5.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as may reasonably be necessary in order to vest such assets or the relevant interests in them to the Seller (or an Affiliate, as applicable); and 9.5.3 hold such assets, or the relevant interests in the asset, or procure that such assets, or the relevant interests in the asset, are held, on trust for the Seller (or its Affiliate, as applicable), to the extent permitted by any relevant law, until such time as the transfer is validly effected to vest the asset or relevant interest to the Seller (or its Affiliate, as applicable). For the purposes of this Clause 9.5, “exclusively used” shall mean that such asset is: (i) used by the Seller or its Affiliates (excluding the Target Companies); and (ii) is not used by the Target Companies after Closing and has not been so used by the Target Companies during the six months prior to the Execution Date. 9.6 Upon and following Closing, the Seller covenants to pay the Purchaser an amount equal to any loss, cost or expense, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company as a result of or relating to any claims by any third party in respect of a primary obligation or liability of the Seller or any of its Affiliates and for which the Purchaser and Target Company may be liable as a matter of statute on a secondary basis solely as a result of being Affiliated (other than under or in respect of a breach of the Transaction Documents or in relation to Tax, in respect of which the provisions of Schedule 5 shall apply, or any obligation or liability under the CME Programming Sublicences relating to the Retained CME Programming Contracts). 9.7 Upon and following Closing, the Seller covenants to pay the Purchaser an amount equal to the amount of any liability (including, without limitation, any liability, if applicable, for costs and interest) of the Purchaser or the Target Companies to any third party in respect of the claims listed in Schedule 12 (together with all costs and expenses incurred by the Purchaser, the Target Companies or their Affiliates in investigating and defending such claims), provided that the indemnity provided by the Seller under this Clause shall not include any liability, cost or expense to the extent of any specific provision included therefor in the Closing Accounts finally determined in accordance with Part B of Schedule 10. 9.8 Upon and following Closing, the Purchaser covenants to pay an amount equal to any loss, suffered or incurred, directly or indirectly, by the Seller or its Affiliates as a result of any claims by any third party in respect of a primary obligation or liability of any of the Target Companies and for which the Seller or its Affiliates may be liable as a matter of statute on a secondary basis solely as a result of being Affiliated (other than under or in respect of a breach of the Transaction Documents, in relation to Tax or any obligation or liability under the CME Programming Sublicences relating to the Retained CME Programming Contracts). 9.9 The provisions of Schedule 5 shall apply with respect to the Tax Warranties and the Tax Indemnity. The Tax Indemnity shall apply upon and following Closing.

UNDERTAKINGS AND INDEMNITIES. 9.1 10.1 Other than as contemplated by this Agreement or any Transaction Document, upon and following Closing and in consideration for the terms of this Agreement, the Seller irrevocably waives, releases and discharges, to the fullest extent permitted by law (and the Seller shall procure that each of its Affiliates shall do the same) any actions, claims or proceedings by the Seller and/or its Affiliates against any of the Target Companies or for sums due by any Target Company to the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such actions, claims, proceedings or sums. 9.2 10.2 Upon and following Closing, the Seller shall use reasonable endeavours to procure that each of the Target Companies shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Target Companies for the benefit of, or in respect of a liability or obligations of, the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such guarantee or similar surety. 9.3 10.3 Upon and following Closing, the Purchaser shall use reasonable endeavours to procure that the Seller and each of its Affiliates shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Seller and/or its Affiliates for the benefit of, or in respect of a liability or obligations of, any Target Company. Pending such release, the Purchaser shall indemnify the Seller and its Affiliates and hold the Seller and its Affiliates harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Seller or any of its Affiliates in relation to such guarantee or similar surety. 9.4 10.4 Other than as contemplated by the Croatian Transition Services AgreementAgreement or Slovenian Transaction Services Agreement (as the case may be), pursuant to Clause 7.4 8.4 in relation to the Retained CME Programming Contracts and CME Programming Sublicences relating to the Retained CME Programming Contracts, and/or relating to the services that were provided under the CME Consultancy Agreements prior to Closing, if and to the extent that legal title or interest to any asset which is exclusively used by any Target Company is owned by or licensed to the Seller or its Affiliates at Closing, the Seller, if required by the Purchaser, shall (or shall procure that the relevant Affiliate shall): 9.4.1 10.4.1 execute or procure the execution of all such deeds or documents as may be reasonably necessary for the purposes of transferring such assets or the relevant interests in them to the Purchaser (or, at the Purchaser’s sole discretion, any Target Company) for nil consideration; 9.4.2 10.4.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as may reasonably be necessary in order to vest such assets or the relevant interests in them to the Purchaser (or Target Company, as applicable); and 9.4.3 10.4.3 hold such assets, or the relevant interests in the asset, or procure that such assets, or the relevant interests in the asset, are held, on trust for the Purchaser (or Target Company, as applicable), to the extent permitted by any relevant law, until such time as the transfer is validly effected to vest the asset or relevant interest to the Purchaser (or Target Company, as applicable). For the purposes of this Clause 9.410.4, “exclusively used” shall mean that such asset is: (i) used by any Target Company; and (ii) is not used by the Seller or its Affiliates (excluding the Target Companies) after Closing and has not been so used by the Seller or its Affiliates (excluding the Target Companies) during the six months prior to the Original Execution Date. 9.5 10.5 Other than as contemplated by the Croatian Transition Services AgreementAgreement or Slovenian Transaction Services Agreement (as the case may be), if and to the extent that legal title or interest to any asset which is exclusively used by the Seller or its Affiliates is owned by or licensed to the Target Companies at Closing, the Purchaser, if required by the Seller, shall (or shall procure that the relevant Target Company shall): 9.5.1 10.5.1 execute or procure the execution of all such deeds or documents as may be reasonably necessary for the purposes of transferring such assets or the relevant interests in them to the Seller (or, at the Seller’s sole discretion, any Affiliate) for nil consideration; 9.5.2 10.5.2 do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as may reasonably be necessary in order to vest such assets or the relevant interests in them to the Seller (or an Affiliate, as applicable); and 9.5.3 10.5.3 hold such assets, or the relevant interests in the asset, or procure that such assets, or the relevant interests in the asset, are held, on trust for the Seller (or its Affiliate, as applicable), to the extent permitted by any relevant law, until such time as the transfer is validly effected to vest the asset or relevant interest to the Seller (or its Affiliate, as applicable). For the purposes of this Clause 9.510.5, “exclusively used” shall mean that such asset is: (i) used by the Seller or its Affiliates (excluding the Target Companies); and (ii) is not used by the Target Companies after Closing and has not been so used by the Target Companies during the six months prior to the Original Execution Date. 9.6 10.6 Upon and following Closing, the Seller covenants to pay the Purchaser an amount equal to any loss, cost or expense, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company as a result of or relating to any claims by any third party in respect of a primary obligation or liability of the Seller or any of its Affiliates and for which the Purchaser and Target Company may be liable as a matter of statute on a secondary basis solely as a result of being Affiliated (other than under or in respect of a breach of the Transaction Documents or in relation to Tax, in respect of which the provisions of Schedule 5 shall apply, or any obligation or liability under the CME Programming Sublicences relating to the Retained CME Programming Contracts). 9.7 10.7 Upon and following Closing, the Seller covenants to pay the Purchaser an amount equal to the amount of any liability (including, without limitation, any liability, if applicable, for costs and interest) of the Purchaser or the Target Companies to any third party in respect of the claims listed in Schedule 12 (together with all costs and expenses incurred by the Purchaser, the Target Companies or their Affiliates in investigating and defending such claims), provided that the indemnity provided by the Seller under this Clause shall not include any liability, cost or expense to the extent of any specific provision included therefor in the Closing Accounts finally determined in accordance with Part B of Schedule 10. 9.8 10.8 Upon and following Closing, the Purchaser covenants to pay an amount equal to any loss, suffered or incurred, directly or indirectly, by the Seller or its Affiliates as a result of any claims by any third party in respect of a primary obligation or liability of any of the Target Companies and for which the Seller or its Affiliates may be liable as a matter of statute on a secondary basis solely as a result of being Affiliated (other than under or in respect of a breach of the Transaction Documents, in relation to Tax or any obligation or liability under the CME Programming Sublicences relating to the Retained CME Programming Contracts). 9.9 10.9 The provisions of Schedule 5 shall apply with respect to the Tax Warranties and the Tax Indemnity. The Tax Indemnity shall apply with respect to the Croatian Target and the Croatian Transaction upon and following Croatian Closing and with respect to the Slovenian Target Companies and the Slovenian Transaction upon and following Slovenian Closing. 10.10 Clauses 10.1 to 10.9 and the provisions of Schedule 5 shall be construed separately in respect of: (i) the Croatian Target and the Croatian Transaction; and (ii) the Slovenian Target Companies and the Slovenian Transaction, so that (including for the purposes of construing any defined term used therein): 10.10.1 with respect to the Croatian Target and the Croatian Transaction, all references to “Closing” shall be to “Croatian Closing”, all references to “Target Company” or “Target Companies” shall be to “Croatian Target” and all references to “Closing Accounts” shall be to “Croatian Closing Accounts”; and 10.10.2 with respect to the Slovenian Target Companies and the Slovenian Transaction, all references to “Closing” shall be to “Slovenian Closing”, all references to “Target Company” or “Target Companies” shall be to any “Slovenian Target Company” or “Slovenian Target Companies” and all references to “Closing Accounts” shall be to “Slovenian Closing Accounts”.