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.

Please see full presentation below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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