Common use of Certain Indemnities Clause in Contracts

Certain Indemnities. Sellers shall indemnify and hold harmless each of the Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 1.1 (d)) and each member of the Group from and against any of the following liabilities: (a) any liability or cost relating to or arising from: (i) any payments or benefits made or promised to any current or former director, officer or employee of any Group Company or any HQ Employee which are or will be payable or arise directly (excluding payments or benefits which are payable or arise only in the event that the employment agreement is terminated, to the extent that such payments or benefits are, or would not have to be, listed in Exhibit 5.10 (d)) as a result of the transactions contemplated by this Agreement, except, however, for payments (if any) under the EPU schemes referred to in Section 5.11 (d); for the avoidance of doubt, the indemnity in this subsection (i) shall include the bonuses payable to ▇. ▇▇▇▇▇▇▇▇▇▇▇ and referred to in the emails of February 2, 2000 and May 15, 2000 referred to in Exhibit 5.10 (d); (ii) any bonus payments made or promised after the date of this Agreement to any current or former director, officer or employee of any Group Company or any HQ Employee, other than bonus payments made or promised in the ordinary course of business and consistent with past practice over the last three years; (iii) any payments to any HQ Employees as a result of the transformation of the variable portion of their salary into fixed salary, as referred to in the last paragraph of Exhibit 5.10 (d) VIII; and (iv) the employment or termination of employment of any of ▇▇. ▇▇▇▇, Mr. Borsboom, ▇▇. ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, including in respect of any bonus or EPU entitlement of any such person, provided that subsection (i) of this indemnity shall not extend to any stay bonus (being a bonus that has been granted as an incentive to remain employed, but is not dependent on the change of control of any member of the Group) that has been granted to any person before the date of this Agreement; (b) any losses, liabilities, damages, costs and expenses (including any claims for taxation) whether current or contingent, which relate to the disposal of any business by any member of the Group prior to the Effective Date which business does not relate to the distribution of electronic systems or electronics components; (c) losses, liabilities or costs which relate to any business of any member of the E.ON Group other than the businesses carried on by the Divisions; and (d) any losses, liabilities, costs and expenses arising out of or relating to any liability or obligation of VEBA Electronics LLC, other than those liabilities or obligations assumed by Arrow or any other Purchaser pursuant to Section 1.1 (b) or Section 7.23.

Certain Indemnities. Sellers shall indemnify and hold harmless each of the Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 1.1 (d)) and each member of the Group from and against any of the following liabilities: : 76 76 (a) any liability or cost relating to or arising from: (i) any payments or benefits made or promised to any current or former director, officer or employee of any Group Company or any HQ Employee which are or will be payable or arise directly (excluding payments or benefits which are payable or arise only in the event that the employment agreement is terminated, to the extent that such payments or benefits are, or would not have to be, listed in Exhibit 5.10 (d)) as a result of the transactions contemplated by this Agreement, except, however, for payments (if any) under the EPU schemes referred to in Section 5.11 (d); for the avoidance of doubt, the indemnity in this subsection (i) shall include the bonuses payable to ▇. ▇S. B▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ referred to in the emails of February 2, 2000 and May 15, 2000 referred to in Exhibit 5.10 (d); (ii) any bonus payments made or promised after the date of this Agreement to any current or former director, officer or employee of any Group Company or any HQ Employee, other than bonus payments made or promised in the ordinary course of business and consistent with past practice over the last three years; (iii) any payments to any HQ Employees as a result of the transformation of the variable portion of their salary into fixed salary, as referred to in the last paragraph of Exhibit 5.10 (d) VIII; and (iv) the employment or termination of employment of any of Dr. ▇▇▇▇, ▇▇. ▇▇▇▇, Mr. Borsboom▇▇▇▇, ▇▇. ▇▇▇▇▇▇ and ▇▇▇ Ms ▇▇▇▇▇▇▇▇▇▇▇, including ▇▇cluding in respect of any bonus or EPU entitlement of any such person, provided that subsection (i) of this indemnity shall not extend to any stay bonus (being a bonus that has been granted as an incentive to remain employed, but is not dependent on the change of control of any member of the Group) that has been granted to any person before the date of this Agreement; (b) any losses, liabilities, damages, costs and expenses (including any claims for taxation) whether current or contingent, which relate to the disposal of any business by any member of the Group prior to the Effective Date which business does not relate to the distribution of electronic systems or electronics components; (c) losses, liabilities or costs which relate to any business of any member of the E.ON Group other than the businesses carried on by the Divisions; and (d) any losses, liabilities, costs and expenses arising out of or relating to any liability or obligation of VEBA Electronics LLC, other than those liabilities or obligations assumed by Arrow or any other Purchaser pursuant to Section 1.1 (b) or Section 7.23.

Certain Indemnities. Sellers shall indemnify and hold harmless each of the Purchasers (and any company nominated by the relevant Purchaser pursuant to Section 1.1 (d)) and each member of the Group from and against any of the following liabilities: (a) any liability or cost relating to or arising from: (i) any payments or benefits made or promised to any current or former director, officer or employee of any Group Company or any HQ Employee which are or will be payable or arise directly (excluding payments or benefits which are payable or arise only in the event that the employment agreement is terminated, to the extent that such payments or benefits are, or would not have to be, listed in Exhibit 5.10 (d)) as a result of the transactions contemplated by this Agreement, except, however, for payments (if any) under the EPU schemes referred to in Section 5.11 (d); for the avoidance of doubt, the indemnity in this subsection (i) shall include the bonuses payable to ▇. ▇S. B▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ referred to in the emails of February 2, 2000 and May 15, 2000 referred to in Exhibit 5.10 (d); (ii) any bonus payments made or promised after the date of this Agreement to any current or former director, officer or employee of any Group Company or any HQ Employee, other than bonus payments made or promised in the ordinary course of business and consistent with past practice over the last three years; (iii) any payments to any HQ Employees as a result of the transformation of the variable portion of their salary into fixed salary, as referred to in the last paragraph of Exhibit 5.10 (d) VIII; and (iv) the employment or termination of employment of any of Dr. ▇▇▇▇, ▇▇. ▇▇▇▇, Mr. Borsboom▇▇▇▇, ▇▇. ▇▇▇▇▇▇ and ▇▇▇ ▇Ms O▇▇▇▇▇▇▇▇▇▇, including in respect of any bonus or EPU entitlement of any such person, provided that subsection (i) of this indemnity shall not extend to any stay bonus (being a bonus that has been granted as an incentive to remain employed, but is not dependent on the change of control of any member of the Group) that has been granted to any person before the date of this Agreement; (b) any losses, liabilities, damages, costs and expenses (including any claims for taxation) whether current or contingent, which relate to the disposal of any 77 77 business by any member of the Group prior to the Effective Date which business does not relate to the distribution of electronic systems or electronics components; (c) losses, liabilities or costs which relate to any business of any member of the E.ON Group other than the businesses carried on by the Divisions; and (d) any losses, liabilities, costs and expenses arising out of or relating to any liability or obligation of VEBA Electronics LLC, other than those liabilities or obligations assumed by Arrow or any other Purchaser pursuant to Section 1.1 (b) or Section 7.23.