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6.3
If DRD elects to terminate this mandate after the completion of the institutional
roadshow to market the potential Sale as a result of the Bookbuild process being
unsuccessful in, or DRD forming the view that the Bookbuild process is unlikely to be
successful in, resulting in the sale of all of the EMP Shares for a Sale Price of not less
than the Floor Price, DRD will incur a termination fee of A$1 00,000 plus GST (if
any). For the avoidance of doubt,
(a)
DRD may terminate this mandate prior to conducting the institutional
roadshow without penalty; and
(b)
DRD may terminate this mandate after completion of the institutional roadshow
without penalty where any merger proposal announced by EMP prior to the
institutional roadshow being conducted is terminated for reasons other than the Sale
of all of DRD's EMP Shares not proceeding. In those circumstances, DRDGold
agrees to reimburse the Brokers for their direct costs associated with the institutional
roadshow within 14 days of being provided with receipts for those costs provided
always that such costs do not exceed A$1 00,000 plus GST), with employees of the
Brokers being charged out for their time in accordance with market rates.
7
Indemnity
7.1
Subject to clause 7.2, DRD unconditionally and irrevocably undertakes to indemnify
and keep indemnified each Broker and each of their related bodies corporate and their
respective officers, employees and advisers together the Indemnified Parties) from and
against all claims, demands, damages, losses, costs, expenses and liabilities losses)
finally judicially determined to have been suffered or incurred directly or indirectly as a
result of or in connection with:
(a)
the Sale or the participation in the Sale by the Indemnified Party;
(b)
any material breach of this mandate letter by DRD;
lc) any documentary, stamp or similar transfer or issue tax, including any
interest and penalties, on the Sale, which are or may be required to be paid
by DRD under any relevant jurisdiction.
7.2
The indemnity in clause 7.1 will not be an indemnity against any Losses where and to
the extent that those Losses are finally judicially determined to have resulted from any
fraud, recklessness, willful misconduct or negligence of that Indemnified Party.
7.3
DRD agrees that no claim may be made by it against an Indemnified Party and
DRD unconditionally and irrevocably releases and discharges each Indemnified Party
from any claim that may be made by it to recover from that Indemnified Party any Losses
suffered or incurred by DRD arising directly or indirectly as a result of the participation
of that Indemnified Party in the Sale, except to the extent that those Losses are judicially
determined to have resulted from any fraud, recklessness, willful misconduct or
negligence of that Indemnified Party.
7.4
The indemnity in clause 7.1 is a continuing obligation, separate and independent from
the other obligations of the parties, and survives termination or completion of this
mandate letter.
7.5
For the purpose of this mandate letter, each Broker is deemed to be acting as agent and
trustee on behalf of and for the benefit of all of their respective Indemnified Parties.