INDEMNIFIED, THE BUYER, THE COMPANY AND THE SUBSIDIARIES AGAINST ALL LOSSES OR
LIABILITIES (INCLUDING, WITHOUT LIMITATION ANY DIRECT OR INDIRECT CONSEQUENTIAL
LOSSES OR LOSS OF PROFIT AND LOSS OF REPUTATION, DAMAGES, CLAIMS, DEMANDS,
PROCEEDINGS, COSTS, EXPENSES, PENALTIES, PROPER AND REASONABLE LEGAL AND OTHER
PROFESSIONAL FEES AND COSTS) WHICH MAY BE SUFFERED OR INCURRED BY ANY OF THEM
AND WHICH ARISE DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE FOLLOWING:
10.1.1
THE FAILURE TO HAVE BEEN INSURED AGAINST THE FOLLOWING
RISKS FOR ANY PERIOD OF TIME UP TO COMPLETION:-
(A)
PRODUCT LIABILITY
(B)
AVIATION PRODUCT LIABILITY
(C)
AVIATION GROUNDING INSURANCE
PROVIDED ALWAYS THAT THE SELLERS
WILL NOT BE LIABLE FOR ANY CLAIM PURSUANT TO THIS CLAUSE 10.1.1 FOR WHICH THE
BUYER HAS OR COULD REASONABLY HAVE OBTAINED INSURANCE;
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10.1.2
FAILURE TO REMOVE FROM THE PROPERTY ALL ASBESTOS PRIOR
TO COMPLETION WHICH SHOULD HAVE BEEN REMOVED UNDER THE ASBESTOS REPORT DATED 25
MAY 2005 FROM ENVIRONCARE MIDLANDS LIMITED
10.1.5 ANY LIABILITY OF THE COMPANY, CLAMONTA OR THE BUYER IN RESPECT OF:
.
THE VOID ARRANGEMENTS FOR THE PURCHASE OF
OWN SHARES FROM MR HARRISON IN MARCH 2005 AND/OR MAY 2005;
.
ANY EFFECT WHICH THE VOID ARRANGEMENTS
REFERRED TO IN CLAUSE . HAVE HAD OR MAY HAVE ON THE FINANCIAL ASSISTANCE
EXERCISE WHICH TOOK PLACE IN APRIL 2006.
.THE FAILURE AT ANY TIME TO COMPLY WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF CLAMONTA IN RESPECT OF MR HARRISON AND HIS RIGHTS AS A
SHAREHOLDER OF CLAMONTA.
10.1.6
THE FAILURE BY THE SELLERS TO DISCHARGE THE CROWN PLACE
LIABILITY WITHIN 30 DAYS OF FINALISATION OF THE COMPLETION ACCOUNTS PROVIDED
ALWAYS THAT THE PROVISIONS OF CLAUSE 8.7 SHALL HAVE EFFECT WITH REGARD TO THE
CONDUCT OF ALL NEGOTIATIONS WITH CROWN PLACE VCT PLC AND THAT THE SELLERS SHALL
HAVE NO LIABILITY PURSUANT TO THIS CLAUSE 10.1.6 TO THE EXTENT THAT THE AMOUNT
CLAIMED HAS BEEN INCLUDED IN AND TREATED AS DEBT.
10.2
ANY PAYMENT MADE IN RESPECT OF A CLAIM UNDER THIS
CLAUSE 10 SHALL INCLUDE:
10.2.1
AN AMOUNT IN RESPECT OF ALL PROPER AND REASONABLE COSTS
AND EXPENSES INCURRED BY THE BUYER OR THE COMPANY OR ANY OF THE SUBSIDIARIES IN
RELATION TO THE BRINGING OF THE CLAIM ; AND
10.2.2
ANY AMOUNT NECESSARY TO ENSURE THAT, AFTER ANY TAXATION
OF THE PAYMENT, THE BUYER IS LEFT WITH THE SAME AMOUNT IT WOULD HAVE HAD IF THE
PAYMENT WAS NOT SUBJECT TO TAXATION.
11.
PREVIOUS YEAR PROFITS
THE SELLERS SHALL PAY TO THE BUYER THE SUM (IF ANY) BY WHICH THE PREVIOUS YEAR
PROFITS ARE LESS THAN £900,000 SUCH SUM TO BE PAID WITHIN 7 DAYS OF THE DATE
UPON WHICH THE STATUTORY CONSOLIDATED ACCOUNTS OF THE CLAMONTA AND ITS
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SUBSIDIARIES FOR THE ACCOUNTING PERIOD ENDING ON 31 OCTOBER 2006 ARE APPROVED
PROVIDED THAT IF THERE SHALL BE ANY DISPUTE AS TO THE AMOUNT OF THE PREVIOUS
YEAR PROFITS SUCH DISPUTE SHALL BE DETERMINED BY AN EXPERT ("THE YEAR END
EXPERT") APPOINTED IN ACCORDANCE WITH PARAGRAPH 3 OF