YOUR WATCH INDEMNITY Sample Clauses

YOUR WATCH INDEMNITY. 10 4. NAME INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 5.

YOUR WATCH INDEMNITY. 5.1 Subject to clause 5.2 and subject as specifically provided in clause 7 (Limitations on Liability), and Schedule 7 (Escrow Arrangements) (but, for the avoidance of doubt, notwithstanding any information provided pursuant to the Disclosure Letter) each Vendor covenants severally with the Purchaser that he will pay, as the Purchaser may direct, to the Purchaser the Company or relevant Subsidiary as the case may be, his appropriate proportion of an amount or amounts (on a pound for pound basis) equal to: (A) the amount or amounts of any payments made by or on behalf of the Purchaser, Company or any Subsidiary (or any successor to any of the foregoing) to third parties (including, for the avoidance of doubt, the pension schemes and death benefit schemes described in paragraph F1 of Schedule 9) pursuant to a legal obligation as a result of any dispute with or claim made by a third party (not being the Purchaser or any member of the Purchaser=s Group) in relation to the Company or the Subsidiaries arising out of or in respect of any event, act or omission occurring on or prior to the date of Completion, and excluding, for the avoidance of doubt, any dispute or claim arising solely out of the management or operation of the business of the Group after Completion; and (B) the amount or amounts of any and all third party costs and expenses reasonably incurred or payable by or on behalf of the Purchaser, the Company or any Subsidiary in connection with investigating, assessing, contesting or in settlement of any dispute or claim referred to in clause 5.1(A) above or in connection with all proceedings in relation thereto or steps taken to avoid or mitigate the same. 5.2 Any claim relating to tax shall be dealt with under the terms of the Tax Deed and not under this clause 5.