In This Presentation:

- General Indemnity:

(1) Background and structure

(2) Main provisions

(3) Conduct of claims

- Antitrust Indemnity:

(1) Background

(2) Main provisions

(3) Conduct of investigation/claims

- Excerpt from General Indemnity: Background and Structure:

*An acquisition agreement typically includes representations and warranties and covenants by the acquisition target and/or its seller.

*Information underlying breaches or potential breaches of the representations and warranties or covenants may or may not have been disclosed by target/seller or otherwise discovered by buyer during, e.g., due diligence.