Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

6.4 Other relevant factorsPejaten Village Purchase Consideration adjustmentThe Pejaten Village Purchase Consideration is subject to adjustment for the consolidated netassets or net liabilities of PPP as at the completion date of the Pejaten Village Acquisition. Theadjustment for the consolidated net assets or net liabilities needs to be made because LMIRTrust will be acquiring Pejaten Village indirectly by acquiring the special purpose companywhich indirectly hold Pejaten Village. In an acquisition of a company, it is common and fair foran adjustment mechanism to be provided so that what the purchaser is paying to the vendortakes into account the exact assets and liabilities of the company at the point when the companyis transferred to the purchaser.Deeds of Indemnity in relation to the Proposed AcquisitionsPejaten Village Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Pejaten Village SPAs, subject to certainterms and conditions (the “Pejaten Village Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Pejaten Village SPAs:(i)(ii)(iii)all and any losses which the Trustee may suffer in connection with a breach by thePejaten Village Vendors of any of their warranties and representations in thePejaten Village SPAs;all and any losses which the Trustee may suffer, including, but not limited to, lossof rental, service charges, carpark and other income and claims for losses fromexisting or potential tenants, which arises out of or in connection with cases beforeany courts, tribunals and governmental authorities, agencies or bodies in therelevant jurisdictions, including the Indonesian Business Competition SupervisoryCommission, whether directly or indirectly; andall and any losses which the Trustee may suffer which arise out of or in connectionwith a failure by the Pejaten Village Vendors to comply with any of their joint andseveral obligations in the Pejaten Village SPAs.Binjai Supermall Deed of IndemnityOn 23 October 2012, the Trustee and Bridgewater entered into a deed of indemnity pursuant towhich Bridgewater will indemnify the Trustee against certain liabilities or damage suffered bythe Trustee arising out of or in connection with the Binjai Supermall SPA, subject to certainterms and conditions (the “Binjai Supermall Deed of Indemnity”). The indemnification byBridgewater includes the following matters relating to the Binjai Supermall SPA:A-18