Underwriting Agreement Hkex

12.4. If the compensation provided for in this clause 12 for an indemnification party, in accordance with clause 12.1 above, is not available or insufficient in respect of the losses, claims, damages or liabilities (or acts relating thereto) to which it refers, the indemnification party shall contribute to the amount that that indemnification party is required to pay or pay as a result of such losses. Claims, damages or liabilities (or measures in this regard) in a report that may reflect the relative benefits that the company, on the one hand, and the sub-authors, on the other hand, derive from the offer of shares. However, if the allowance provided for in the above sentence is not permitted by the legislation in force or if the indemnified party has not made the notification referred to in clause 12.3 above, the compensating party must contribute to the amount paid or payable by that indemnified party in a relationship that may not be satisfied with these relative benefits: but also reflect the relative fault of the company, on the one hand, and of the sub-writers. with respect to, on the other hand, statements or omissions that have led to such losses, claims, damages or liabilities (or other relevant legal considerations of convenience). The relative benefits received by the undertaking, on the one hand, and by the underwriters, on the other, shall be considered to be proportionate to the total net proceeds of the offer (before deduction of the costs received by the undertaking) in relation to the total subscription discounts and commissions received by the underwriters, as set out in the table in Annex 1 to this Agreement. The relative error is determined, inter alia, on the basis of whether the false or alleged misrepresentation of an essential fact, the omission or presumed failure to indicate a material fact relates to information provided by the company, on the one hand, or by the insurers, on the other, and the relative intention of the parties. knowledge, access to information and the ability to correct or prevent such statements or omissions. The entity and the sub-authors agree that it would not be fair and equitable for the contribution referred to in this section to be determined by a proportionate allocation (even if underwriters were treated as a business for that purpose) or by another allocation method that does not take into account the appropriate considerations mentioned in this subsection. The amount paid or payable by a party indemnified in respect of any loss, claim, damage or liability (or acts relating thereto) referred to in this Subsection shall be deemed to be the set of legal or other costs that that party compensates reasonably incurred in the investigation or defence of such acts or claims. Notwithstanding the provisions of this subsection, no sub-author shall be obliged to contribute in an amount greater than the amount for which the total price at which the shares he has subscribed for and publicly distributed exceeds the amount of damage that such sub-author has had to pay as a result of such false or alleged misrepresentation or omission or alleged omission. . .



Working Agreement Draft

Non-compete obligation (or non-competition obligation): A non-competition obligation prevents the employee from working for direct competitors of the company during and after the end of his employment relationship. Non-compete obligations generally apply for a certain period after termination and must meet certain requirements that must be applied. B for example, restriction to an appropriate geographical […]