SSAS WITH THE EXPRESS AGREEMENT OF ANY
MEMBER OF THE GROUP MAKING THE PAYMENT; OR
THE INDEMNITIES GIVEN PURSUANT TO (I) AN AGREEMENT FOR THE SALE
OF A TELEPHONE AND CREDIT BETTING BUSINESS CARRIED ON BY KRULLIND LIMITED
("KRULLIND") BETWEEN KRULLIND AND PAGODA; (II) AN AGREEMENT FOR THE SALE OF THE
ENTIRE ISSUED SHARE CAPITAL OF KRULLIND BETWEEN, AMONG OTHERS, NEOMI AND
LADBROKES LIMITED ("LADBROKES") (THE "KRULLIND SPA"); AND (III) AN AGREEMENT FOR
THE SALE OF THE ENTIRE ISSUED SHARE CAPITAL OF GREATMARK LIMITED BETWEEN NEOMI
AND LADBROKES (THE "GREATMARK SPA"); OR
THE WARRANTIES GIVEN PURSUANT TO THE KRULLIND SPA; OR
ANY MATTER ARISING IN CONNECTION WITH THE ONLINE SPORTS BETTING
BUSINESS CARRIED ON BY OMNIBET REFERRED TO IN CLAUSE 5.2.2(B); OR
ANY ACTUAL, THREATENED OR PENDING APPLICATION OR ENFORCEMENT OF
THOSE PROVISIONS OF THE AGREEMENTS OR ARRANGEMENTS BETWEEN ANY MEMBER OF THE
GROUP AND EACH OF CORAL RACING LIMITED AND TOTE RELATING TO:
(A)
THE RETENTION OF THE GUARANTOR AND/OR STEPHEN FRATER IN A KEY
MANAGERIAL ROLE WITHIN THE GROUP (PROVIDED SUCH INDEMNITY SHALL NOT APPLY IN
CIRCUMSTANCES WHERE THE RELEVANT PERSON CEASES TO RETAIN SUCH A KEY MANAGERIAL
ROLE FOR ANY REASON PROVEN TO BE WHOLLY OUTSIDE OF SUCH PERSON'S CONTROL); OR
25
(B)
THE RIGHT OF FIRST REFUSAL AND/OR OBLIGATION OF ANY MEMBER OF THE
GROUP TO OFFER NEW PRODUCTS OR SERVICES TO TOTE AND/OR ANY EXCLUSIVITY
ARRANGEMENTS BETWEEN ANY MEMBER OF THE GROUP AND CORAL RACING LIMITED;
AND ANY COSTS AND EXPENSES INCURRED BY GLOBAL DRAW RELATING TO
BUILDING WORKS AT GREEN LANE, LONDON; AND
8.6.3
THE COSTS AND EXPENSES REASONABLY INCURRED BY THE
BUYERS OR THE COMPANY AS A RESULT OF A BREACH REFERRED TO IN CLAUSE 8.6.1 OR
CIRCUMSTANCE CONTEMPLATED IN CLAUSE 8.6.2.
8.7
THE INDEMNITY IN CLAUSE 8.6 IS GIVEN ON AN AFTER TAX BASIS AND
IS WITHOUT PREJUDICE TO ANY OTHER RIGHTS OF THE BUYERS IN RELATION TO THE BREACH
OR CIRCUMSTANCE.
8.8
IF THE BUYERS BECOME AWARE THAT ANY CLAIM HAS BEEN MADE AGAINST
ANY MEMBER OF THE GROUP BY A THIRD PARTY AFTER CLOSING WHICH IS LIKELY TO RESULT
IN THE BUYERS BEING ENTITLED TO MAKE A CLAIM AGAINST THE SELLERS IN RESPECT OF A
BREACH OF CLAUSE 8.6.2 OR FOR A BREACH OF WARRANTY EXCEPT TO THE EXTENT THAT
SUCH MATTERS ARE DEALT WITH IN THE TAX DEED:
8.8.1
THE BUYERS SHALL GIVE NOTICE OF SUCH CLAIM TO THE
SELLERS AS SOON AS REASONABLY PRACTICABLE AND SHALL PROCURE THAT THE RELEVANT
MEMBER OF THE GROUP SHALL GIVE THE SELLERS ALL REASONABLE FACILITIES TO
INVESTIGATE ANY SUCH CLAIM INCLUDING ACCESS TO BOOKS AND RECORDS OF THE MEMBER
OF THE GROUP WHICH ARE WITHIN THE BUYERS' CONTROL.
FAILURE TO GIVE SUCH NOTICE
AS SOON AS REASONABLY PRACTICABLE SHALL NOT PREVENT THE BUYERS FROM MAKING THE
RELEVANT CLAIM, BUT THE SELLERS SHALL NOT BE LIABLE TO THE BUYER IN RESPECT OF
SUCH CLAIM TO THE EXTENT THAT THE AMOUNT OF IT IS INCREASED, OR IS NOT