FORMER DIRECTORS Clause Samples

FORMER DIRECTORS. The Purchaser shall take all action necessary to (i) discharge the directors of the Company (the “Former Directors”) from any liability (quitus) for serving in such capacity, (ii) prevent the Acquired Companies from seeking recovery from any Former Directors for any actions taken by them in such capacity and (iii) prevent the Acquired Companies from terminating any directors’ and officers’ insurance policy in force prior to the Completion Date prior to the expiration of such policy, to the extent the premiums in respect of such policy have been paid prior to the Completion Date. 9 Conditions Precedent to Completion

FORMER DIRECTORS. 14.5.1. The Investor (i) shall procure that the directors of the Company resigning on the Closing Date shall be discharged from any liability as directors of the Company through the granting of a quitus for their mandate, (ii) shall hold such directors harmless against the consequences of any such liability, including through any appropriate insurance policies of the Company pre-existing the date hereof, and (iii) shall procure that the publication and registration formalities relating to the resignation of directors of the Company on the Closing Date be implemented as soon as possible after the Closing Date and in any event before the expiry of a one-month period as from the Closing Date. 14.5.2. The undertakings provided under Clause 14.5.1 are made for the benefit of the Sellers and also for the benefit of each of the directors of the Company resigning on the Closing Date, as per a stipulation pour autrui. Accordingly, any of those directors may enforce such undertakings as if it was a party to this Agreement, and references in these undertakings shall be construed accordingly.

FORMER DIRECTORS. The Buyer (a) shall procure that the members of the management board, the supervisory board, or other corporate body of any Group Company resigning on the Completion Date shall be discharged from any liability as directors of the relevant Group Company, (b) shall procure that the members of the management board and the supervisory board of the Company or other corporate body of any Group Company, the Direct Investors Entity or the Private Investment Entity resigning on the Completion Date (as listed in Schedule 9) are held harmless against the consequences of any liability as directors through any appropriate insurance policies of the Group pre-existing the date hereof, and (c) to the extent required, shall procure that the publication and registration formalities relating to their resignation be implemented as soon as possible after the Completion Date and in any event before the expiry of a one-month period as from the Completion Date. For the avoidance of doubt, nothing in this Clause 12 shall affect the provisions of the Warranty Agreement, and the Warranty Agreement shall not affect the discharge received by any Direct Investor or Private Investor in his capacity as member of the management board, supervisory board or other corporate body of any Group Company as opposed to in his capacity as Warrantor (as defined in the Warranty Agreement) under the Warranty Agreement.